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4.4-22 Assignment 

New March 1, 2009 

An assignment is a transfer of rights and/or obligations under a contract to a third party.  The party transferring rights and/or obligations is called the assignor, and the third party receiving the rights and/or assuming the obligations is called the assignee. 

In this case, the defendant <name> claims that (he/she/it) is not liable to the plaintiff <name> for any breach of the <identify contract> because the defendant assigned all of (his/her/its) obligations arising from the contract to <assignee>.  As a general rule, a party to a contract may not unilaterally assign or transfer that party’s obligations under the contract and thereby avoid responsibility for any failure on the part of the assignee to fulfill the terms of the contract. 

However, a party to a contract may properly assign such obligations if the other party to the contract consents to the assignment. In such a case, the assignor no longer has any liability for nonperformance of the contract that occurred after the assignment. Unless the contract specifies otherwise, consent may be given orally or in writing.  Also, unless the contract expressly or impliedly prohibits assignments, consent may be inferred from the lack of a timely objection by the plaintiff after the plaintiff received notice of the proposed assignment. 

In order for the defendant to prevail on this special defense, (he/she/it) must prove to you, by a preponderance of the evidence, that: 

(1) (He/She/It) assigned (his/her/its) obligations under the contract to <assignee>; 

(2) <Assignee> agreed to assume such obligations; and 

(3) The plaintiff consented to the assignment. 


Rossetti v. New Britain, 163 Conn. 283, 290-291 (1972); Mall v. LaBow, 33 Conn. App. 359, 362 (1993); 6 Am. Jur. 2d, Assignments § 9, 11 (1963). 


This instruction applies in cases where the defendant has alleged the assignment of all contractual obligations as a special defense. In the case of a partial assignment of fewer than all obligations under the contract, then the instruction should be modified accordingly.  It is possible that the special defense will be material only to those breach of contract claims based on obligations that have been proved to be assigned and be inapplicable to other claims of breach of contract.


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