This Practice Note discusses assignment and succession of tenancy in England with reference to the Housing Act 1985 (HA 1985), the Localism Act 2011 (LA 2011) and the Housing Act 1988 (HA 1988). It explains that assignment of a secure periodic tenancy is prohibited except in three situations. From 1 April 2012, a private registered provider of social housing may include express provisions in its tenancy agreements granting additional succession rights for assured tenants. From 1 May 2026, the reformed assured-tenancy framework under the Renters' Rights Act 2025 (RRA 2025) applies to the private rented sector, to assured tenancies of social housing where the landlord is not a private registered provider of social housing, and to assured tenancies granted by a private registered provider which are not social housing. Assured tenancies of social housing provided by private registered providers remain subject to the rules in force before 1 May 2026 until October 2027. Secure and flexible tenancies granted by local authorities are not affected by those

1 The Beneficiary may at any time assign, charge or transfer the benefit of and/or any rights under this Deed to any entity taking the interest

Consultant’s appointment 1 The Consultant shall not assign the benefit of and/or any rights under this Agreement to any person without the prior written consent of the Employer. 2 The Employer may assign, charge or transfer the benefit of and/or

This Practice Note looks at why assignment of rights is an important issue in construction and when parties might need to assign their rights. It explains how assignment differs to novation, and sets out the steps to be taken to effect a valid assignment. It also looks at the effect of an assignment and the issues that parties should be aware of when bringing claims following assignment. It also notes the implications of the Business Contract Terms (Assignment of Receivables) Regulations 2018. When reviewing the assignment provisions in a construction contract, see: Assignment of construction documents—checklist for details of the key issues to consider. For guidance on how assignments in construction may be restricted, see Practice Note: Restrictions on the assignment of rights in construction contracts. What is an assignment? This Practice Note focuses on how assignment applies in the context of construction contracts but the law relating to assignment is of relevance across many different sectors, including banking and finance (see Practice Note: Assignments by way of security), property (see: Transfers and assignments—overview—Property),

This Practice Note focuses on the assignment of collateral warranties (see Practice Note: What are collateral warranties?). For more detailed guidance on assignment in general, see Practice Notes: Assignment in construction contracts and Legal and equitable assignment in construction contracts. Although this Practice Note refers to collateral warranties, the principles also apply where third party rights are used as an alternative to collateral warranties, see: Contracts (Rights of Third Parties) Act 1999 in construction—overview. Assignment provisions in collateral warranties The general rule is that if a contract is silent on the issue of assignment, this means that the benefit of the contract can be assigned without limit or without requiring consent (as permitted by law under section 136(1) of the Law of Property Act 1925 (LPA 1925))—there is no requirement to obtain the consent of the obligor to any proposed assignment. See Practice Note: Restrictions on the assignment of rights in construction contracts. Most construction contracts contain express assignment clauses to clarify the rights of each of the parties in respect of assignment and this is also

This Checklist is primarily for use on the assignment of a commercial lease. It is not exhaustive and will not cover every eventuality for every transaction. You must always consider whether there are any other issues that need to be addressed. It assumes that: • the lease is a lease of commercial property let at an open market rent to an occupational tenant under terms where the landlord insures the property • the assignor occupied the property for the purposes of their business and the assignee also intends to occupy the property for the purposes of their business • the lease is a head lease and the property is not subject to any underleases • the lease is not subject to a fixed charge (in practice this would be unusual), and • no premium is payable If the assignment is part of a larger or more complex transaction, further relevant content may be found in Acquisition of commercial property (buyer)—checklist and Practice Note: Transferring commercial property—a practical guide. If acting for the assignor,

This Checklist is primarily for use on the assignment of a commercial lease. It is not exhaustive and will not cover every eventuality for every transaction. You must always consider whether there are any other issues that need to be addressed. It assumes that: • the lease is a lease of commercial property let at an open market rent to an occupational tenant under terms where the landlord insures the property • the assignor occupies the property for the purposes of their business and the assignee also intends to occupy the property for the purposes of their business • the lease is a head lease and the property is not subject to any underleases • the lease is not subject to a fixed charge (in practice this would be unusual), and • no premium is payable If the assignment is part of a larger or more complex transaction, further relevant content may be found in Sale of commercial property (seller)—checklist and Practice Note: Transferring commercial property—a practical guide. If acting for the assignee,

This Assignment is made on [insert day and month] 20[insert year] Parties 1 [insert name of Assignor], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Assignor); and 2 [insert name of Lender] of [insert address] (the Lender). Background (A) The Lender has agreed to make available a loan facility to the Assignor on the terms and conditions set out in the Facility Agreement (as defined below). (B) It is a condition precedent to the availability of the loan facility that the Assignor enters into this Assignment for the purpose of providing security in favour of the Lender in respect of the Secured Obligations (as defined below). IT IS AGREED as follows: 1 Definitions and interpretation 1.1 Definitions In this Assignment, unless otherwise provided: Assigned Rights • means all of the present and future rights, title and interest which from time to time are the subject of any Security Interest created, or purported to be created, by or pursuant to this Assignment; Book Debts • means all book and other debts now due, payable or owing or from time to time becoming

What claims or causes of action can be assigned? Insolvency-office holders should keep in mind the distinction between assigning an ‘office-holder claim’ (ie any statutory claim the office-holder can bring under the Insolvency Act 1986 (IA 1986)) and a claim which vests in the insolvent company (ie a ‘company claim’) or the bankrupt individual. Claims which vest in the insolvent company or the bankrupt individual The primary duty of an insolvency office-holder is to recover the property of the insolvent company or the bankrupt individual and to realise the value of that property for the benefit of creditors. See Practice Notes: • Role, powers, functions and duties of an administrator • Role, powers, functions and duties of a liquidator • Role, powers, functions and duties of a trustee in bankruptcy As things in action fall within the definition of property capable of realisation, insolvency office-holders can assign claims which vest

This Checklist sets out a suggested list of matters to consider when reviewing the assignability of a construction contract such as a building contract, consultant appointment or collateral warranty. It also considers the steps to be followed to complete an assignment of the benefit of a construction contract from one party to another. • Does the construction contract contain assignment provisions? Most construction contracts contain an express provision relating to the assignment rights of the parties. If the contract is silent in relation to assignment, assignment of the contract by either party is permitted without restriction. Sometimes, the contract may expressly prohibit assignment of the contract by one or both parties. Typically the employer will not be absolutely prohibited from assigning, but there may be a limit on the number of times that the contract may be assigned without obtaining the consent of the other party (see the detail on restrictions below). See Practice Note: Assignment in construction contracts. • Are there any restrictions on the right to assign? It is common in construction contracts for

This Deed is made on [insert day and month] 20[insert year] Parties 1 [insert name of Assignor], a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Assignor); and 2 [insert name of Lender] of [insert address] (the Lender). Recitals: (A) The Lender has agreed to make available a loan facility to the Assignor on the terms and conditions set out in the Facility Agreement (as defined below). (B) It is a condition precedent to the availability of the loan facility that the Assignor enter into this Deed for the purpose of providing security in favour of the Lender in respect of the Secured Obligations (as defined below). IT IS AGREED as follows: 1 Definitions and interpretation 1.1 Definitions In this Deed, unless otherwise provided: Assigned Contracts • means the contracts specified in Schedule 1 (Assigned Contracts); Assigned Rights • means all of the present and future rights, title and interest which from time to time are the subject of any Security Interest created, or purported to be created, by or pursuant to this Deed; Facility Agreement • means the facility agreement entered

How to use this Checklist This Checklist is designed to highlight issues that commonly arise during the negotiation and drafting of the following types of agreement: • Assignment of designs—pro-assignor • Assignment of designs—pro-assignee For further information about assigning design rights, see Practice Notes: • UK registered and unregistered designs • Assigning intellectual property rights • Negotiation guide—intellectual property assignment clause This Checklist can also, where appropriate, form the basis of a simple non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts. Checklist schedule for proposed assignment of designs Checklist Further information Notes (if any) Key commercial considerations ☐ Parties Confirm which entities will be party to the agreement—identify which entity owns the designs (ie the assignor) and the entity to which they will be transferred (ie the assignee). Confirm each party’s legal status and whether any third parties (such as group affiliates) will benefit from the proposed agreement. ☐ Commencement / effective date Confirm proposed commencement / effective date. Key commercial considerations ☐ Designs Identify