consent to assignment of contract letter

Consent to Assignment: Everything You Need to Know

Consent to assignment refers to allowing a party of a contract (the assignor) to assign a contract and move the obligations to another party (the assignee). 3 min read updated on September 19, 2022

Consent to assignment refers to allowing a party of a contract to assign a contract and move the obligations to another party. The party of the existing contract, known as the assignor, will pass on the contract to another party, known as the assignee. The goal is for the assignee to take over the rights and obligations of the contract. For a contract to be assigned, the other party must be aware of what is happening.

Contract Assignments

The assignment of a contract differs depending on the type of contract and the language in the original agreement. Some contracts contain a clause that doesn't allow assignment at all, while other contracts have clauses that require the other party to consent before assignment can be finalized.

Consider the following scenario. A business owner contracts with a computer company to have a processor delivered every time a new model is released. The computer company assigns the business owner's contract to another provider. As long as the business owner is aware of the changes and still receives the processors as scheduled, his contract is now with the new computer company.

However, assigning a contract doesn't always exempt the assignor from their duties and responsibilities. Some contracts include a clause that states that even if the agreement is assigned to another party, the original parties guarantee that the terms of the contract will be fulfilled.

Unenforceable Assignments

There are a number of situations where a contract assignment won't be enforced , including:

• The contract has an anti-assignment clause that can stop or invalidate any assignments.
• The assignment changes the nature of the contract. An assignment that changes what is expected or impacts the performance of the contract isn't allowed. This also applies if the assignment lowers the value one party will receive or adds risk to the deal that the other party didn't originally agree to.
• The assignment is against the law. In some cases, laws or public policies don't allow assignment. Many states forbid employees to assign future wages. The federal government doesn't allow the assignment of particular claims against the government. Some assignments violate public policy. For example, a personal injury claim cannot be assigned because it could lead to litigation against a party who was not responsible for the injury.

Delegation vs. Assignment

It is common for a party to sign a contract and have someone else actually fulfill his duties and do the work required by the contract. However, some contracts can't be delegated, such as when a party agrees to service done by a particular person or company. If a company contracted with Oprah Winfrey to be a keynote speaker, Oprah wouldn't be permitted to delegate her performance duties to anyone else.

If both parties agree that the work can't be delegated, they should include specific language in the original contract. This can be as simple as a clause that states, “Neither party shall delegate or assign its rights.” Both parties should agree to this clause.

How to Assign a Contract

Assigning a contract is a three-step process. First, check to see if the contract has an anti-assignment clause or if there are limitations around assignments. Sometimes clauses are straightforward with language like, “This agreement may not be assigned,” and while other times, the language is less obvious and hidden in another clause. If there is language in the contract that states it can't be assigned, the other party must consent to an assignment before you can proceed.

Second, the parties must execute an assignment . Create an agreement that transfers the rights and obligations of one party to the assignee.

Third, notify the other party of the contract. Once the contract rights have been assigned to the new party, you should notify the other party of the original contract. Providing written notice removes you from being responsible for any part of the contract unless there is language in the contract that says differently or the assignment is illegal.

Anti-Assignment Clause

As you are negotiating and writing a contract, consider whether you want the contract to be able to be assigned. If you don't want assignment to be a legally viable option, that needs to be clearly stated in the contract.

If you need help with consent to assignment, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.

Hire the top business lawyers and save up to 60% on legal fees

Content Approved by UpCounsel

• Assignment Law
• Legal Assignment
• Assignment Contract Law
• Assignment of Rights and Obligations Under a Contract
• Assignment of Contract Rights
• Assignability Of Contracts
• Assignment of Rights Example
• Assignment Legal Definition
• What Is the Definition of Assigns
• Assignment Of Contracts

   NEW: Auto-extract contract data with AI-powered Agreement Intelligence! See more →

Send and sign agreements in seconds, with Concord

Effortless contract management, from drafting to e-signing and beyond. Book a live demo to see Concord in action.

• Templates Center

Request for Consent to Assignment of Contract Template

Consent to assignment refers to  allowing a party of a contract to assign a contract and move the obligations to another party . The party of the existing contract, known as the assignor, will pass on the contract to another party, known as the assignee.

REQUEST FOR CONSENT TO ASSIGNMENT OF CONTRACT

[ NAME OF OTHER PARTY TO AGREEMENT ]

[ OTHER PARTY’S ADDRESS ]

Re: Request to Assign [ TYPE OF CONTRACT ] Contract

Dear [ NAME ] ,

As you are aware, [ OTHER PARTY COMPANY ] entered into a [ TYPE OF CONTRACT ] contract with [ REQUESTING PARTY COMPANY ] on or around [ DATE ] (the “Contract”). The Contract term runs through [ DATE ] and both parties are obligated to honor the terms of the Contract until that date. Moreover, according to Section [ SECTION NUMBER ] of the Contract, we cannot assign our rights under the Contract without your consent.

Recently, [ EXPLAIN CIRCUMSTANCES GIVING RISE TO ASSIGNMENT ] . As such, it would be beneficial for us to be able to assign our rights under the Contract to [ NAME OF THIRD PARTY ASSIGNEE ] (the “Assignee”). We also believe that assignment of the Contract to the Assignee is of benefit to [ OTHER PARTY COMPANY ] because [ LIST REASONS BENEFICIAL TO OTHER PARTY COMPANY ] .

In light of the above, we kindly request your written consent to assign any and all rights of ours under the Contract to the above-referenced Assignee.

[ In consideration of your consent, we are willing to offer: [( i) payment in the amount of [ AMOUNT ] ;] and [( ii) a guarantee of the performance of the Assignee under the Contract. ]]

With your signature below, you will consent to our assignment of the Contract to the Assignee. If you should have any questions regarding this matter, or would like to speak directly to the Assignee before making a decision, please do not hesitate to reach out to me directly at [ CONTACT INFORMATION ] .

[ NAME OF REQUESTING PARTY ]

On behalf of [OTHER PARTY COMPANY] , I hereby consent to the assignment of the Contract in accordance with the above:

_______________________________ _________

Signature Date

_____________________________________________

  PAGE  

Our templates are intended for reference use. Concord holds no responsibility for any reliance placed on these templates. These templates do not constitute legal counsel and should not be treated as such. By using any of these templates, you acknowledge and consent to these conditions.

Start sending and signing today.

Concord unlocks the data trapped in your agreements, and transforms it into actionable insights that drive revenue growth.

Try for free Book a demo

Request for Consent to Assignment of Contract | Practical Law

Request for Consent to Assignment of Contract

Practical law standard document 5-529-2265  (approx. 13 pages).

Request for Consent to Assignment

This request for consent to assignment template can be used by a party to a commercial contract when the terms require a party to request and obtain the consent of the other party before assigning the contract. This template includes practical guidance, drafting notes, and alternate clauses. This template presumes that the underlying contract requires consent to assignment. The underlying contract will guide counsel in the determination of whether consent is required and the standard for consent. Assignment of the entire agreement is presumed in this template. Assignment of only certain rights, performance, or obligations is possible. For a full listing of related contract clauses, see General Commercial Contract Clause Resource Kit. For more information regarding the assignability of commercial contracts, see Commercial Contracts Assignment.

Understanding an assignment and assumption agreement

Need to assign your rights and duties under a contract? Learn more about the basics of an assignment and assumption agreement.

Get your assignment of agreement

by   Belle Wong, J.D.

Belle Wong, is a freelance writer specializing in small business, personal finance, banking, and tech/SAAS. She ...

Read more...

Updated on: November 24, 2023 · 3 min read

The assignment and assumption agreement

The basics of assignment and assumption, filling in the assignment and assumption agreement.

While every business should try its best to meet its contractual obligations, changes in circumstance can happen that could necessitate transferring your rights and duties under a contract to another party who would be better able to meet those obligations.

If you find yourself in such a situation, and your contract provides for the possibility of assignment, an assignment and assumption agreement can be a good option for preserving your relationship with the party you initially contracted with, while at the same time enabling you to pass on your contractual rights and duties to a third party.

An assignment and assumption agreement is used after a contract is signed, in order to transfer one of the contracting party's rights and obligations to a third party who was not originally a party to the contract. The party making the assignment is called the assignor, while the third party accepting the assignment is known as the assignee.

In order for an assignment and assumption agreement to be valid, the following criteria need to be met:

• The initial contract must provide for the possibility of assignment by one of the initial contracting parties.
• The assignor must agree to assign their rights and duties under the contract to the assignee.
• The assignee must agree to accept, or "assume," those contractual rights and duties.
• The other party to the initial contract must consent to the transfer of rights and obligations to the assignee.

A standard assignment and assumption contract is often a good starting point if you need to enter into an assignment and assumption agreement. However, for more complex situations, such as an assignment and amendment agreement in which several of the initial contract terms will be modified, or where only some, but not all, rights and duties will be assigned, it's a good idea to retain the services of an attorney who can help you draft an agreement that will meet all your needs.

When you're ready to enter into an assignment and assumption agreement, it's a good idea to have a firm grasp of the basics of assignment:

• First, carefully read and understand the assignment and assumption provision in the initial contract. Contracts vary widely in their language on this topic, and each contract will have specific criteria that must be met in order for a valid assignment of rights to take place.
• All parties to the agreement should carefully review the document to make sure they each know what they're agreeing to, and to help ensure that all important terms and conditions have been addressed in the agreement.
• Until the agreement is signed by all the parties involved, the assignor will still be obligated for all responsibilities stated in the initial contract. If you are the assignor, you need to ensure that you continue with business as usual until the assignment and assumption agreement has been properly executed.

Unless you're dealing with a complex assignment situation, working with a template often is a good way to begin drafting an assignment and assumption agreement that will meet your needs. Generally speaking, your agreement should include the following information:

• Identification of the existing agreement, including details such as the date it was signed and the parties involved, and the parties' rights to assign under this initial agreement
• The effective date of the assignment and assumption agreement
• Identification of the party making the assignment (the assignor), and a statement of their desire to assign their rights under the initial contract
• Identification of the third party accepting the assignment (the assignee), and a statement of their acceptance of the assignment
• Identification of the other initial party to the contract, and a statement of their consent to the assignment and assumption agreement
• A section stating that the initial contract is continued; meaning, that, other than the change to the parties involved, all terms and conditions in the original contract stay the same

In addition to these sections that are specific to an assignment and assumption agreement, your contract should also include standard contract language, such as clauses about indemnification, future amendments, and governing law.

Sometimes circumstances change, and as a business owner you may find yourself needing to assign your rights and duties under a contract to another party. A properly drafted assignment and assumption agreement can help you make the transfer smoothly while, at the same time, preserving the cordiality of your initial business relationship under the original contract.

You may also like

What Does 'Inc.' Mean in a Company Name?

'Inc.' in a company name means the business is incorporated, but what does that entail, exactly? Here's everything you need to know about incorporating your business.

October 9, 2023 · 10min read

How to Write a Will: A Comprehensive Guide to Will Writing

Writing a will is one of the most important things you can do for yourself and for your loved ones, and it can be done in just minutes. Are you ready to get started?

July 21, 2024 · 11min read

How to Start an LLC in 7 Easy Steps (2024 Guide)

2024 is one of the best years ever to start an LLC, and you can create yours in only a few steps.

July 29, 2024 · 22min read

Contract Assignment Agreement

Jump to section, what is a contract assignment agreement.

A contract assignment agreement is a document that transfers the contractual rights and duties of one party to another. The other party involved in the contract must agree to the terms of the transfer as well as they will now be in a contractual agreement with a different party.

Contract of assignment agreements must not violate any other laws or statutes in order to be enforced. The original contract must also allow assignments, or at least not explicitly prohibit them. Contract of assignment agreements cannot alter what is expected from the original contract.

Contract Assignment Agreement Sample

Reference : Security Exchange Commission - Edgar Database, EX-10.45 61 dex1045.htm ASSIGNMENT OF CONTRACT , Viewed October 27, 2022, View Source on SEC .

Who Helps With Contract Assignment Agreements?

Lawyers with backgrounds working on contract assignment agreements work with clients to help. Do you need help with a contract assignment agreement?

Post a project  in ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate contract assignment agreements. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Meet some of our Contract Assignment Agreement Lawyers

Litigation attorney with a broad range of experience (19 years) in civil and commercial litigation.

I am a lawyer with over 10 years of experience drafting and negotiating complex capital agreements, service agreements, SaaS agreements, waivers and warranties.

John Arthur-Mensah is a highly skilled attorney with extensive expertise in drafting contracts, information law, international law, insurance defense, and complex civil litigation. Throughout his career, he has demonstrated a keen eye for detail and a strong ability to craft well-structured, comprehensive legal agreements. John's track record includes successfully managing the entire contract drafting process, from initial negotiation to final execution. His proficiency in legal research and documentation enables him to ensure that contracts comply with applicable laws and regulations. With a strategic approach and persuasive communication skills, John excels in negotiating contract terms and providing valuable counsel on contractual matters. Admitted to the Maryland Bar and the United States District Court in Maryland, he is well-equipped to handle a diverse range of legal challenges, making him a valuable asset in contract drafting and beyond.

Construction lawyer practicing in Southern California since 1988. Have extensive experience in construction contracts and forms drafting, negotiating. I also serve as counsel for large material suppliers and have extensive experience in commercial transactions, drafting and negotiation of commercial documents including dealerships, NDAs, etc.

Business attorney with over 15 years of experience serving companies big and small with contracting including business, real estate and employment.

At Whalen Legal Group, PC, we strive to ensure that our clients are provided with the highest quality legal representation. Our team is committed to providing you with personalized and effective legal advice. We specialize in Business Law, Estate Planning and Trust, and Real Estate Law and have years of experience in these fields.Our goal is to provide our clients with the best possible service and to ensure that their legal matters are handled with compassion, integrity, and transparency. We understand that every situation is different and we take the time to listen and understand each and every one of our clients’ needs.

I represent business owners throughout California with their business, IP and employment law matters.

Find the best lawyer for your project

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer

Business lawyers by top cities

• Austin Business Lawyers
• Boston Business Lawyers
• Chicago Business Lawyers
• Dallas Business Lawyers
• Denver Business Lawyers
• Houston Business Lawyers
• Los Angeles Business Lawyers
• New York Business Lawyers
• Phoenix Business Lawyers
• San Diego Business Lawyers
• Tampa Business Lawyers

Contract Assignment Agreement lawyers by city

• Austin Contract Assignment Agreement Lawyers
• Boston Contract Assignment Agreement Lawyers
• Chicago Contract Assignment Agreement Lawyers
• Dallas Contract Assignment Agreement Lawyers
• Denver Contract Assignment Agreement Lawyers
• Houston Contract Assignment Agreement Lawyers
• Los Angeles Contract Assignment Agreement Lawyers
• New York Contract Assignment Agreement Lawyers
• Phoenix Contract Assignment Agreement Lawyers
• San Diego Contract Assignment Agreement Lawyers
• Tampa Contract Assignment Agreement Lawyers

Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.

I never knew how difficult it was to obtain representation or a lawyer, and ContractsCounsel was EXACTLY the type of service I was hoping for when I was in a pinch. Working with their service was efficient, effective and made me feel in control. Thank you so much and should I ever need attorney services down the road, I'll certainly be a repeat customer.

I got 5 bids within 24h of posting my project. I choose the person who provided the most detailed and relevant intro letter, highlighting their experience relevant to my project. I am very satisfied with the outcome and quality of the two agreements that were produced, they actually far exceed my expectations.

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Find lawyers and attorneys by city

How does it work?

1. choose this template.

Start by clicking on "Fill out the template"

2. Complete the document

Answer a few questions and your document is created automatically.

3. Save - Print

Your document is ready! You will receive it in Word and PDF formats. You will be able to modify it.

Contract Assignment Agreement

Rating: 4.8 - 105 votes

This Contract Assignment Agreement document is used to transfer rights and responsibilities under an original contract from one Party, known as the Assignor, to another, known as the Assignee. The Assignor who was a Party to the original contract can use this document to assign their rights under the original contract to the Assignee, as well as delegating their duties under the original contract to that Assignee. For example, a nanny who as contracted with a family to watch their children but is no longer able to due to a move could assign their rights and responsibilities under the original service contract to a new childcare provider.

How to use this document

Prior to using this document, the original contract is consulted to be sure that an assignment is not prohibited and that any necessary permissions from the other Party to the original contract, known as the Obligor, have been obtained. Once this has been done, the document can be used. The Agreement contains important information such as the identities of all parties to the Agreement, the expiration date (if any) of the original contract, whether the original contract requires the Obligor's consent before assigning rights and, if so, the form of consent that the Assignor obtained and when, and which state's laws will govern the interpretation of the Agreement.

If the Agreement involves the transfer of land from one Party to another , the document will include information about where the property is located, as well as space for the document to be recorded in the county's official records, and a notary page customized for the land's location so that the document can be notarized.

Once the document has been completed, it is signed, dated, and copies are given to all concerned parties , including the Assignor, the Assignee, and the Obligor. If the Agreement concerns the transfer of land, the Agreement is then notarized and taken to be recorded so that there is an official record that the property was transferred.

Applicable law

The assignment of contracts that involve the provision of services is governed by common law in the " Second Restatement of Contracts " (the "Restatement"). The Restatement is a non-binding authority in all of U.S common law in the area of contracts and commercial transactions. Though the Restatement is non-binding, it is frequently cited by courts in explaining their reasoning in interpreting contractual disputes.

The assignment of contracts for sale of goods is governed by the Uniform Commercial Code (the "UCC") in § 2-209 Modification, Rescission and Waiver .

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.

Contract Assignment Agreement - FREE - Sample, template

Country: United States

General Business Documents - Other downloadable templates of legal documents

• Amendment to Agreement
• Loan Agreement
• Loan Agreement Modification
• Release of Loan Agreement
• Non-Compete Agreement
• Partnership Dissolution Agreement
• Notice of Withdrawal from Partnership
• Power Of Attorney
• Debt Acknowledgment Form
• Meeting Minutes
• Request to Alter Contract
• Release Agreement
• Guaranty Agreement
• Joint Venture Agreement
• Debt Settlement Agreement
• Breach of Contract Notice
• Corporate Proxy
• Mutual Rescission and Release Agreement
• Notice for Non-Renewal of Contract
• Meeting Notice
• Other downloadable templates of legal documents

• Skip to primary navigation
• Skip to main content
• Skip to primary sidebar
• Skip to footer

Legal Templates

Home Assignment Agreement

Assignment Agreement Template

Use our assignment agreement to transfer contractual obligations.

Updated February 1, 2024 Written by Josh Sainsbury | Reviewed by Brooke Davis

An assignment agreement is a legal document that transfers rights, responsibilities, and benefits from one party (the “assignor”) to another (the “assignee”). You can use it to reassign debt, real estate, intellectual property, leases, insurance policies, and government contracts.

What Is an Assignment Agreement?

What to include in an assignment agreement, how to assign a contract, how to write an assignment agreement, assignment agreement sample.

Partnership Interest

An assignment agreement effectively transfers the rights and obligations of a person or entity under an initial contract to another. The original party is the assignor, and the assignee takes on the contract’s duties and benefits.

It’s often a requirement to let the other party in the original deal know the contract is being transferred. It’s essential to create this form thoughtfully, as a poorly written assignment agreement may leave the assignor obligated to certain aspects of the deal.

The most common use of an assignment agreement occurs when the assignor no longer can or wants to continue with a contract. Instead of leaving the initial party or breaking the agreement, the assignor can transfer the contract to another individual or entity.

For example, imagine a small residential trash collection service plans to close its operations. Before it closes, the business brokers a deal to send its accounts to a curbside pickup company providing similar services. After notifying account holders, the latter company continues the service while receiving payment.

Create a thorough assignment agreement by including the following information:

• Effective Date:  The document must indicate when the transfer of rights and obligations occurs.
• Parties:  Include the full name and address of the assignor, assignee, and obligor (if required).
• Assignment:  Provide details that identify the original contract being assigned.
• Third-Party Approval: If the initial contract requires the approval of the obligor, note the date the approval was received.
• Signatures:  Both parties must sign and date the printed assignment contract template once completed. If a notary is required, wait until you are in the presence of the official and present identification before signing. Failure to do so may result in having to redo the assignment contract.

Review the Contract Terms

Carefully review the terms of the existing contract. Some contracts may have specific provisions regarding assignment. Check for any restrictions or requirements related to assigning the contract.

Check for Anti-Assignment Clauses

Some contracts include anti-assignment clauses that prohibit or restrict the ability to assign the contract without the consent of the other party. If there’s such a clause, you may need the consent of the original parties to proceed.

Determine Assignability

Ensure that the contract is assignable. Some contracts, especially those involving personal services or unique skills, may not be assignable without the other party’s agreement.

Get Consent from the Other Party (if Required)

If the contract includes an anti-assignment clause or requires consent for assignment, seek written consent from the other party. This can often be done through a formal amendment to the contract.

Prepare an Assignment Agreement

Draft an assignment agreement that clearly outlines the transfer of rights and obligations from the assignor (the party assigning the contract) to the assignee (the party receiving the assignment). Include details such as the names of the parties, the effective date of the assignment, and the specific rights and obligations being transferred.

Include Original Contract Information

Attach a copy of the original contract or reference its key terms in the assignment agreement. This helps in clearly identifying the contract being assigned.

Execution of the Assignment Agreement

Both the assignor and assignee should sign the assignment agreement. Signatures should be notarized if required by the contract or local laws.

Notice to the Other Party

Provide notice of the assignment to the non-assigning party. This can be done formally through a letter or as specified in the contract.

File the Assignment

File the assignment agreement with the appropriate parties or entities as required. This may include filing with the original contracting party or relevant government authorities.

Communicate with Third Parties

Inform any relevant third parties, such as suppliers, customers, or service providers, about the assignment to ensure a smooth transition.

Keep Copies for Records

Keep copies of the assignment agreement, original contract, and any related communications for your records.

Here’s a list of steps on how to write an assignment agreement:

Step 1 – List the Assignor’s and Assignee’s Details

List all of the pertinent information regarding the parties involved in the transfer. This information includes their full names, addresses, phone numbers, and other relevant contact information.

This step clarifies who’s transferring the initial contract and who will take on its responsibilities.

Step 2 – Provide Original Contract Information

Describing and identifying the contract that is effectively being reassigned is essential. This step avoids any confusion after the transfer has been completed.

Step 3 – State the Consideration

Provide accurate information regarding the amount the assignee pays to assume the contract. This figure should include taxes and any relevant peripheral expenses. If the assignee will pay the consideration over a period, indicate the method and installments.

Step 4 – Provide Any Terms and Conditions

The terms and conditions of any agreement are crucial to a smooth transaction. You must cover issues such as dispute resolution, governing law, obligor approval, and any relevant clauses.

Step 5 – Obtain Signatures

Both parties must sign the agreement to ensure it is legally binding and that they have read and understood the contract. If a notary is required, wait to sign off in their presence.

Related Documents

• Sales and Purchase Agreement : Outlines the terms and conditions of an item sale.
• Business Contract : An agreement in which each party agrees to an exchange, typically involving money, goods, or services.
• Lease/Rental Agreement : A lease agreement is a written document that officially recognizes a legally binding relationship between two parties -- a landlord and a tenant.
• Legal Resources
• Partner With Us
• Terms of Use
• Privacy Policy
• Do Not Sell My Personal Information

The document above is a sample. Please note that the language you see here may change depending on your answers to the document questionnaire.

Thank you for downloading!

How would you rate your free template?

Click on a star to rate

How Is a Contract Assigned?

(page 2 of 2 of what is an assignment of contract).

You'll need to follow three basic steps to assign a contract .

Step 1: Examine the contract for any limitations or prohibitions. Check for anti-assignment clauses. Sometimes the prohibition is not a separate clause but is included in another provision. Look for language that states, "This agreement may not be assigned." If you find such language, you may not be able to assign the agreement unless the other party consents.

Step 2: Execute an assignment. If you are not prohibited from assigning the contract, prepare and enter into an assignment of contract: an agreement that transfers the parties' rights and obligations.

Step 3: Provide notice to the obligor. After you have assigned your contract rights to the assignee, you should provide notice to the other original contracting party (referred to as the obligor). This notice will effectively relieve you of any liability under the contract unless the contract says differently (for instance, if the contract says that the assignor guarantees the performance of the assigned contract or the contract prohibits an assignment) or the assignment is prohibited by law.

Anti-Assignment Clauses

If you're making a contract and you don't want assignment to be an option, you need to clearly state that in your agreement. Below are three variations of anti-assignment clauses that can be used in a contract.

EXAMPLE 1: Consent Required for Assignment

Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other. Any assignment or delegation in violation of this section shall be void.

EXAMPLE 2: Consent Not Needed for Affiliates or New Owners

Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other. However, no consent is required for an assignment that occurs (a) to an entity in which the transferring party owns more than 50% of the assets, or (b) as part of a transfer of all or substantially all of the assets of the transferring party to any party. Any assignment or delegation in violation of this section shall be void.

EXAMPLE 3: Consent Not Unreasonably Withheld

Assignment. Neither party may assign or delegate its rights or obligations pursuant to this Agreement without the prior written consent of the other. Such consent shall not be unreasonably withheld. Any assignment or delegation in violation of this section shall be void.

Anti-assignment clauses can also be modified to prohibit only one of the parties from assigning rights. Also, when preparing an anti-assignment clause, keep in mind that you can prevent only "voluntary" assignments; you can't prevent assignments that are ordered by a court or that are mandatory under law—for example, in a bankruptcy proceeding.

Thank you for your feedback

Please explain why

Based on Your Previous Answers, We Have a Few Last Questions

These additional details allow our attorneys to gain a deeper understanding of the specifics of your case

How It Works

• Briefly tell us about your case
• Provide your contact information
• Choose attorneys to contact you

Copyright © 2024 MH Sub I, LLC dba Nolo ® Self-help services may not be permitted in all states. The information provided on this site is not legal advice, does not constitute a lawyer referral service, and no attorney-client or confidential relationship is or will be formed by use of the site. The attorney listings on this site are paid attorney advertising. In some states, the information on this website may be considered a lawyer referral service. Please reference the Terms of Use and the Supplemental Terms for specific information related to your state. Your use of this website constitutes acceptance of the Terms of Use , Supplemental Terms , Privacy Policy , Cookie Policy , and Consumer Health Data Notice .

• More Blog Popular
• Who's Who Legal
• Instruct Counsel
• My newsfeed
• Save & file
• View original
• Follow Please login to follow content.

add to folder:

• My saved (default)

Register now for your free, tailored, daily legal newsfeed service.

Find out more about Lexology or get in touch by visiting our About page.

5 steps to obtaining consent to an assignment

Farm in, joint venture or sale agreements usually contain an assignment clause by which the holder of an interest in a mining tenement may assign its interests under an agreement and/or in a mining tenement to a third party ( Assignee ). The assignment clause is often drafted in terms requiring the assigning party ( Assignor ) to first obtain the non-assigning party’s written consent to the assignment but that the consent cannot be unreasonably withheld by the non-assigning party. Usually the assignment clause also requires the Assignee to agree to be bound by the terms of the agreement with the non-assigning party.

What happens when the non-assigning party refuses to consent? This note examines circumstances where consent is considered to have been unreasonably withheld and proposes some practical steps for an Assignor to consider when seeking the non-assigning party’s consent to assign interests in a mining tenement to an Assignee.

When consent is unreasonably withheld

The proper interpretation of the contract containing the assignment clause is of critical importance in determining whether consent to an assignment has been unreasonably withheld. This is because a non-assigning party may be acting unreasonably in withholding consent if:

• the reasons for withholding consent are unrelated to the objects of the contract, or to rights, benefits or obligations under the contract;
• the reasons for withholding consent are not permissible under the contract and are inconsistent with its provisions; 
• the reasons for withholding consent are not held honestly by the non-assigning party.

All of the facts existing at the time that consent is refused by the non-assigning party are relevant in deciding whether consent has been unreasonably withheld (whether or not known to the party refusing consent), including the party’s own conduct in refusing consent and the reasons given (or not given) for the refusal.

Steps to consider when seeking consent to an assignment

An Assignor seeking consent from the non-assigning party should always prepare for the prospect that a dispute may develop and require intervention by a court. The onus will be on the Assignor to prove to a court that consent has been unreasonably withheld by the non-assigning party. 

The Assignor should consider:

• having an initial meeting with the non-assigning party to explain the background to the proposed assignment and to find out what information is required by the non-assigning party to consider the consent request;
• confirming in writing with the non-assigning party the information required to consider the consent request;
• providing any information requested by the non-assigning party;
• seeking consent in writing from the non-assigning party;
• seeking written confirmation of the non-assigning party’s reasons for refusing consent (if consent is withheld).

If negotiation is unsuccessful, an Assignor may have no option but to commence proceedings seeking a declaration that the withholding of consent was unreasonable and an order that the non-assigning party do all things necessary to allow the transfer of the tenement.

In a consent dispute a court will examine the parties’ conduct in deciding whether consent was unreasonably withheld. Therefore, it is critical that the Assignor obtains as much information as possible about the non-assigning party’s reasons for refusing consent and documents all of its dealings with the non-assigning party.

Filed under

• Energy & Natural Resources
• Gilbert + Tobin

Popular articles from this firm

Taylor swift highlights harmful ai use: a tale of two “deepfakes” *, landmark federal court penalty for asic greenwashing proceeding *, a general introduction to fintech law in australia *, boardroom brief week commencing 5 august 2024 *, at a glance: data protection and management of health data in australia *.

If you would like to learn how Lexology can drive your content marketing strategy forward, please email [email protected] .

Professional development

Development Consent Orders - A Practical Introduction - Learn Live

Related practical resources PRO

• Checklist Checklist: Obtaining and managing consent under the GDPR (EU)
• Checklist Checklist: Complying with cookie requirements under the PECR and the GDPR (UK)
• How-to guide How-to guide: How to establish a valid lawful basis for processing personal data under the GDPR (UK)

Related research hubs

Consent to assignment

Consent to assignment clause samples

3. FieldPoint’s Consent to Assignment. FieldPoint hereby consents to this assignment by Assignor to Assignee as provided in this Agreement. Such consent is expressly conditioned upon Assignee’s acknowledgment and agreement that neither this consent nor anything contained in this Agreement shall be deemed to modify, alter, amend, or waive any provisions of the Agreement.

04/11/2017 (FIELDPOINT PETROLEUM CORP)

2. Consent to Assignment. Notwithstanding any other provision of this Agreement, each party hereto hereby consents to the assignment, grant, pledge, conveyance and transfer by the other party hereto, for the benefit of any lender, agent or other secured party under any financing arrangement to which the Partnership is a party, of a lien, security interest or other encumbrance on and continuing security interest in all of such other party’s estate, title and interest in its Interest and the exercise by each such secured party of its rights and remedies in connection therewith, including, without limitation, the right to exercise the voting and consensual rights and other powers with respect to such Interest and the right to foreclose upon, or exercise a power of sale with respect to, such Interest and to cause such secured party or any third party designee or purchaser of such Interest to become an additional or substitute partner in the Partnership.

06/15/2018 (Cheniere Energy Partners, L.P.)

1. Consent to Assignment. The undersigned hereby acknowledges and consents to the assignment of the Power Plant Equipment Lease to Buyer and the assumption of the Power Plant Equipment Lease by Buyer in conjunction with Buyer’s acquisition of the Hotel. The undersigned waives any and all rights of notice relating to such assignment and any right to terminate the Power Plant Equipment Lease as a result of such assignment and any default, event of default or defense to enforceability that may otherwise arise as a result of such assignment.

09/27/2016 (Playa Hotels & Resorts B.V.)

3. Consent to Assignment. Assignor hereby consents to the admittance of Assignee as a substitute member of the Company. Assignor hereby waives all provisions, if any, in the Limited Liability Company Agreement of the Company or provided in the Delaware Limited Liability Company Act or any other applicable law, that would prohibit, delay, require notice of, grant rights in connection with, or require compliance with any other requirements in connection with, such assignment and admission.

06/29/2018 (Berry Petroleum Corp)

3.Consent to Assignment. Citi consents to the assignment and assumption of the Agreement from Polaris India to Virtusa India , and with respect to Polaris India, the assignment and assumption of any Transactional Document executed by Polaris India to Virtusa India, and Citi acknowledges the rights, responsibilities, and authority of Virtusa India as though Virtusa India were the original party under the Agreement and Transactional Documents to which Polaris India was a party. Other than as set forth above, for the other Transactional Documents to which an Affiliate of Polaris India was a party, such Transactional Documents are not assigned but rather shall now reflect the changed name of such Affiliate per the table above.

07/31/2020 (VIRTUSA CORP)

Cut contract prep time in half for free

Build document automations that allow you, your staff, and your clients to auto-populate contract templates.

“ I've found it very easy to use. It allows me to work quickly, get something straight from my head and out into the public.”

Partner, Siskind Susser PC

2500 Executive Parkway Suite 300 Lehi, Utah 84043 (866) 638-3627

Level 11, 1 Margaret Street Sydney NSW 2000 Australia +61 2 8310 4319

8th Floor South Reading Bridge House George Street Reading RG1 8LS +44 20 3129 9324

Latin America

Mexico +52 55 5985 3005

Brazil +55 21 4040 4623

• How to Successfully Switch Your DMS
• DocuSign + NetDocuments
• How Ice Miller Adopted the Cloud Completely Remote
• Case Studies
• Resource Library
• Partner Integrations
• App Directory
• Locate a Partner
• Partner Portal
• Become a Partner

© NetDocuments Software, Inc.

• Terms of Use
• Privacy policy
• Cookie policy
• Privacy policy for california residents

The Venture Alley

A blog about business and legal issues important to entrepreneurs, startups, venture capitalists and angel investors.

Assigning Contracts in the Context of M&A Transactions

CONTRIBUTED BY

One of the key considerations in structuring merger and acquisition (M&A) transactions is determining which contracts of the target company, if any, will remain in effect for the acquiror following closing.  This post will briefly outline: (1) the general rules of contract assignment; (2) the effect of anti-assignment clauses and other exceptions to the general rule of assignability; and (3) the effect of four common M&A structures on contract assignment.

General Rule: Contracts are Freely Assignable

The general rule is that contracts are freely assignable unless the contract itself, a statute, or public policy dictates otherwise.  This is true in Washington State, where courts have found that contractual rights are generally transferable unless the contract expressly prohibits assignment in “very specific” and “unmistakable terms.”

Exceptions to the General Assignability Rule

The exceptions to the general rule of free assignability fall into two broad categories: (1) contractual prohibitions on free assignability (“anti-assignment clauses”) and (2) case law prohibitions on free assignability of certain types of contracts that arise out of public policy concerns.

Anti-Assignment Clauses

In light of the general rule of free assignability, most business contracts contain a clause – commonly referred to as an “anti-assignment clause” – that expressly prohibits the assignment of contractual rights without the consent of the other party to the contract.  These anti-assignment clauses typically take one of two forms.  The first, which we will call “simple” anti-assignment clauses, simply prohibit the contractual right from being assigned without the consent of the other party to the contract.  For example, a simple anti-assignment clause might state:

This contract shall not be assigned or transferred by Party X without first obtaining the consent of Party Y.

While simple anti-assignment clauses are generally enforceable, certain types of M&A deal structures effectively circumvent such provisions and, accordingly, the necessity of third-party consents (see the discussion below regarding the impact of M&A deal structures on contract assignment for more detail). 

Comprehensive Anti-Assignment Provisions

In response to the inability of “simple” anti-assignment clauses to protect contractual rights in certain M&A contexts, many contracts include more robust anti-assignment provisions designed to require third party consent prior to an M&A event, even where the content itself will not be transferred.  For example, a comprehensive anti-assignment clause might state: 

Party X shall not assign this Agreement in whole or in part without Party Y’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.  Any change in control of Party X resulting from a merger, consolidation, stock transfer or asset sale shall be deemed an assignment or transfer for purposes of this Agreement that requires Party Y’s prior written consent.

Courts will generally enforce these types of comprehensive anti-assignment clauses and conclude that consummation of a change of control transaction without consent is a breach of contract.  Accordingly, to assign contracts with comprehensive anti-assignment provisions, the target must seek the consent of the counterparties to each such contract.  Obtaining third party consents in connection with M&A transactions may create sticky situations or cause costly delays.  The target company may not want their customers, suppliers or others to know that they are going through an M&A event, while the acquiror may want assurances that important contracts will remain in place.  What is more, certain contract counterparties may use the leverage of their consent to renegotiate the terms of the contract or extract concessions from the target company.  Accordingly, it is important that the parties identify and address comprehensive anti-assignment clauses early in the process – particularly where the contracts to be acquired make up a large portion of a target company’s value. 

Contracts That Involve a “Personal” Right

Contracts involving “personal rights” or contracts deemed “personal” by contractual recital or federal law are considered non-assignable or non-transferable unless specific consent is given by the non-assigning party. Generally, “personal” contracts are those that contemplate personal services, skills or performance from the non-assigning party, such as employment, consulting, and partnership agreements.  Courts have found that these types of agreements are not freely assignable as a matter of public policy because assigning personal contracts may result in materially adverse consequences (e.g., a material change in duty, risk, or burden) to the non-assigning party.  In addition to general contracts for personal services discussed above, courts have also found many types of intellectual property (IP) licenses to be “personal” in nature due to the profound importance of an IP holder’s right to choose who may use the protected IP.  Accordingly, non-exclusive IP license rights pertaining to copyright, trademark, and patent licenses are generally considered non-assignable, unless specific consent is given by the non-assigning party. Personal contracts are also treated differently from other types of contracts in the context of M&A events (see the discussion below regarding the impact of M&A deal structures on contract assignment for more detail).  Each of the types of “personal” contracts described above should receive heightened contract-by-contract due diligence to ensure that assignment does not violate applicable law.

Other Considerations

Courts may also consider the subject matter of the contract and the material risks associated with transferring those rights to the acquiror.   For example, where the non-merging entity is a competitor to the acquiring entity, courts may find that given the high risk and burden to the non-merging party, the assignment is ineffective on equitable grounds.

The Effect of the Four Most Common M&A Structures on the Assignment of the Target’s Contracts

The structure employed in a given M&A transaction is critical to determining the treatment of the target company’s various contractual rights. This section will examine the treatment of contractual rights in connection with four common M&A structures: (i) reverse triangular mergers, (ii) forward-triangular mergers, (iii) stock purchases, and (iv) asset purchases. For more information regarding M&A deal structures, please see here and here .  While reviewing each of the deal structures that follow, please note that each of the general rules are subject to the exceptions discussed above.

Reverse Triangular Merger

A reverse triangular merger occurs when an acquiror forms a subsidiary and the newly created subsidiary merges with and into the target company.  The target survives as a wholly-owned subsidiary of the acquiror following the merger, and continues to own its assets, owe its liabilities, and be party to its contracts.

In a reverse triangular merger, simple anti-assignment clauses generally are not triggered because, as a matter of law, no assignment of the contract has occurred (the target company survives and is the same legal entity as the original contracting party).  Accordingly, the contracts of the target remain with the surviving entity without the need to obtain third party consents or take other action.  Despite the general rule that no assignment occurs in connection with a reverse triangular merger, thorough contract-by-contract due diligence is still required to identify all contracts that include comprehensive anti-assignment provisions and/or may be deemed to be contracts for personal services (and therefore require consent) under applicable law.

Forward Triangular Merger  

In a forward triangular merger, the acquiring entity forms a subsidiary corporation and the target corporation merges directly with and into the newly created subsidiary.  As a result, the subsidiary survives the merger.  Under this structure, the subsidiary obtains all of the target company’s assets and liabilities by operation of law.

Simple anti-assignment clauses are generally not triggered in a forward triangular merger because the rights are vested, and not assigned, by operation of law.  Therefore, the target’s contracts generally transfer automatically to the acquiror without the need to obtain third party consents.  However, courts have created considerable ambiguity around the applicability of this general rule in the context of forward triangular mergers.  Accordingly, acquirors frequently require target companies to obtain third party consent as a matter of risk allocation and to create certainty that important contracts will remain in place after the merger.  As with the above, contract-by-contract due diligence is required to identify contracts that contain anti-assignment language or may be considered to be “personal.”

Direct Stock Purchase

In a direct stock purchase, the acquiror purchases all the outstanding shares of the target directly from its stockholders.  Instead of owning certain assets and related liabilities, the acquiror owns the entire selling company.  The selling company continues to exist as a separate legal entity and wholly-owned subsidiary of the acquiror (assuming 100% of the outstanding stock is purchased). 

In a sale of the target company through a direct stock purchase, the individual assets of the target company (including its material contracts) need not be separately assigned because only the ownership rights of the target are being transferred.  Like a reverse triangular merger, a direct stock purchase generally does not trigger a simple anti-assignment provision because the assets are not conveyed to a different entity.  Accordingly, the contracts of the selling company remain entirely in place without the need to obtain third party consents.  However, contract-by-contract due diligence is required to identify any contracts that contain comprehensive anti-assignment language that would be triggered by the change of control that occurs upon consummation of a stock sale and contracts that may be considered “personal” under applicable law.

Asset Purchase

The sale of some or all of the assets of a company is one method of transferring part or full ownership in the underlying business.  In an asset purchase, the acquiror purchases certain enumerated assets and liabilities of the target in exchange for the cash, the acquiror’s stock, or other consideration. 

In an asset purchase transaction, the acquiror is only responsible for the assets and liabilities specifically enumerated in the purchase agreement.  All other assets and liabilities remain with the target.  Without the protection of a merger statute, the purchaser of contractual assets will need to become a party to the purchased contracts through the general rule of assignability (and the absence of any exceptions). Therefore, if a contract purchased as part of an asset sale contains an anti-assignment provision (whether “simple” or “comprehensive”) or may be considered “personal”, then the target company must obtain the consent of the counter party in order to convey the contract to the acquiror.  In the event that neither of the exceptions to the general rule apply, then the contract is generally assignable to the acquiror.

Although contracts are generally freely assignable, in the context of any M&A transaction or other proposed contract assignment, careful consideration should be given to: (1) whether the contract in question includes an anti-assignment provision and, if so, whether the provision is “comprehensive” ( i.e. , applies to change of control transactions even where, by operation of law, no assignment would be deemed to occur); (2) whether the contract is “personal” in nature; and (3) how the proposed deal structure impacts the treatment of the target’s contractual rights. Given the fact-specific standards for assignment, each of the target’s contracts should be carefully reviewed during the due diligence phase of an M&A transaction to ensure that they are assigned in compliance with applicable law.

Blog Manager

Blog Authors Show/Hide

• Trent Dykes
• Asher Bearman
• Andrew Ledbetter
• Tyler Hollenbeck
• DLA Piper LLP
• Mel Wheaton
• Luke Postma
• Lindsey Haythorn
• Kevin Criddle
• Chris Thorson
• Anthony Kappus

Additional Topics

Subscribe by email, stay connected, featured article, what to know about noncompete agreements in 2024.

• A VC (Fred Wilson)
• Both Sides of the Table
• Feld Thoughts
• Redfin Corporate Blog
• Seattle Trademark Lawyer
• The Law of Startups
• Wall Street Journal – VC Dispatch

• Connecticut
• District of Columbia
• Massachusetts
• Mississippi
• New Hampshire
• North Carolina
• North Dakota
• Pennsylvania
• Rhode Island
• South Carolina
• South Dakota
• West Virginia
• US Legal Forms
• Consent to Assignment

Consent To Assignment Agreement

Description consent assignment, assign concent letter related forms.

View Cover Sheet For Action On Claims On Appeal

View Dependents Claim For Death Benefits

View Employer Or Self-Insured Employer Request For Change of Address

View Insurer Request For Change of Address

View Insurers Termination of Temporary Total Disability Benefits

How to fill out Consent To Assignment ?

Employ the most extensive legal catalogue of forms. US Legal Forms is the best platform for finding updated Consent to Assignment templates. Our platform offers a large number of legal documents drafted by licensed attorneys and sorted by state.

To get a sample from US Legal Forms, users simply need to sign up for a free account first. If you are already registered on our platform, log in and select the document you need and purchase it. After purchasing templates, users can see them in the My Forms section.

To get a US Legal Forms subscription online, follow the steps listed below:

• Check if the Form name you’ve found is state-specific and suits your needs.
• When the form features a Preview option, utilize it to review the sample.
• In case the template doesn’t suit you, make use of the search bar to find a better one.
• Hit Buy Now if the sample meets your requirements.
• Choose a pricing plan.
• Create a free account.
• Pay via PayPal or with yourr debit/visa or mastercard.
• Choose a document format and download the sample.
• Once it’s downloaded, print it and fill it out.

Save your time and effort using our service to find, download, and fill in the Form name. Join thousands of pleased clients who’re already using US Legal Forms!

Show more info

Assignment consent form rating, assignment consent letter form popularity, consent to assign other form names, is assignment of contract legal.

Primary tabs. Assignment is a legal term whereby an individual, the assignor, transfers rights, property, or other benefits to another known as the assignee. This concept is used in both contract and property law. The term can refer to either the act of transfer or the rights/property/benefits being transferred.

What is consent to assignment?

Consent to assignment refers to allowing a party of a contract (the assignor) to assign a contract and move the obligations to another party (the assignee).

What does assign mean in legal terms?

To transfer rights, property, or other benefits to another party (the assignee) from the party who holds such benefits under contract (the assignor). This concept is used in both contract and property law.

What is a deed of assignment?

A deed of Assignment is an Agreement between the Seller of a Land or Property and a Buyer of that Land or property showing evidence that the Seller has transferred all his rights, his title, his interest and ownership of that land to that the Seller that has just bought land.

Does an assignee have to sign an assignment?

In order for an assignment to be a legal assignment, the assignment must be agreed in writing, signed by the assignor, and the other party to the contract must be given notice of the assignment.Contracts often require the consent of the other party before any assignment can take place.

What does Deed of Assignment mean?

A deed of assignment is used to assign just the beneficial interest in land/property from one party to another. A deed of trust can also be used to do this, however it also includes other clauses such as how to sell the property.

Does assignment require consent?

In both instances, assignment is the process whereby a person, the assignor, transfers rights or benefits to another, the assignee.While novation requires the consent of all parties, assignment needs no consent from other non-assigning parties.

What is the difference between assignment and transfer?

The difference between assignment and transfer is that assign means it's legal to transfer property or a legal right from one person to another, while transfer means it's legal to arrange for something to be controlled by or officially belong to another person.

Can you assign a contract without consent?

Generally speaking, contracts can be freely assigned to third parties.This contract cannot be assigned to anyone without the written consent of both parties.

Trusted and secure by over 3 million people of the world’s leading companies

• Practical Law

Letter assignment of contract (with subcontracting option)

Practical law uk standard document 6-381-3093  (approx. 10 pages), get full access to this document with a free trial.

Try free and see for yourself how Practical Law resources can improve productivity, efficiency and response times.

About Practical Law

This document is from Thomson Reuters Practical Law, the legal know-how that goes beyond primary law and traditional legal research to give lawyers a better starting point. We provide standard documents, checklists, legal updates, how-to guides, and more.

650+ full-time experienced lawyer editors globally create and maintain timely, reliable and accurate resources across all major practice areas.

83% of customers are highly satisfied with Practical Law and would recommend to a colleague.

81% of customers agree that Practical Law saves them time.

• General Contract and Boilerplate

• Cover Letters
• Jobs I've Applied To
• Saved Searches
• Subscriptions

Marine Corps

Coast guard.

• Space Force
• Military Podcasts
• Benefits Home
• Military Pay and Money
• Veteran Health Care
• VA eBenefits
• Veteran Job Search
• Military Skills Translator
• Upload Your Resume
• Veteran Employment Project
• Vet Friendly Employers
• Career Advice
• Military Life Home
• Military Trivia Game
• Veterans Day
• Spouse & Family
• Military History
• Discounts Home
• Featured Discounts
• Veterans Day Restaurant Discounts
• Electronics
• Join the Military Home
• Contact a Recruiter
• Military Fitness

Tim Walz, Who Spent Decades as an Enlisted Soldier, Brings Years of Work on Vets Issues to Dem Ticket

A retired Army National Guard noncommissioned officer who was once the top Democrat on the House Veterans Affairs Committee could become the next vice president.

Presumptive Democratic presidential nominee Vice President Kamala Harris announced Tuesday that Minnesota Gov. Tim Walz will be her running mate. That puts someone with an enlisted background on both presidential tickets after Republican nominee former President Donald Trump chose Marine veteran Sen. JD Vance of Ohio as his running mate.

Patrick Murphy, an Army veteran who was Walz' roommate when they were both freshmen in Congress, called Walz a "soldier's soldier."

Read Next: A Rocket Attack at an Iraqi Military Base Injures US Personnel, Officials Say

"The two largest federal agencies are DoD and the VA, so someone who has intimate knowledge of both is incredibly important," Murphy, who served as Army under secretary during the Obama administration, said in a phone interview with Military.com. "He was a field artilleryman who has tinnitus as diagnosed by the VA, so he understands the plight of our brother and sister veterans."

Walz enlisted in the Army National Guard in Nebraska in 1981 and retired honorably in 2005 as the top enlisted soldier for 1st Battalion, 125th Field Artillery Regiment, in the Minnesota National Guard, according to a copy of his records provided by the Minnesota Guard. He reached the rank of command sergeant major and served in that role, but he officially retired as a master sergeant for benefits purposes because he didn't finish a required training course, according to the records and a statement from the Minnesota Guard.

His Guard career included responding to natural disasters in the United States, as well as a deployment to Italy to support U.S. operations in Afghanistan, according to a 2018 article by Minnesota Public Radio . Walz earned several awards, including the Army Commendation Medal and two Army Achievement Medals, according to his military records. Working a civilian job as a high school teacher and football coach, the Nebraska native was also named that state's Citizen Soldier of the Year in 1989, according to official biographies.

During the 2022 Minnesota governor's race, Walz' opponent accused him of leaving the Guard when he did in order to avoid a deployment to Iraq, though Walz maintained he retired in order to focus on running for Congress, according to the Star Tribune newspaper .

Far-right commentators and media resurfaced those allegations and knocked him for never serving in combat -- something he has never claimed to do -- in contrast with Vance's deployment to Iraq as a combat correspondent.

"Looks like it is time to bring back Swift Boat Veterans for Truth. Oof. Walz is a really unforced error. He bailed on the military when they decided to send him to Iraq. JD Vance actually served," conservative talk radio host Erick Erickson posted on social media Tuesday.

Walz was first elected to the House of Representatives in 2006, becoming the highest-ranking retired enlisted soldier to serve in Congress.

His tenure in Congress included sitting on the House Veterans Affairs Committee, rising to be its ranking member in 2017.

"Walz' leadership on behalf of his fellow veterans when he was in the U.S. House of Representatives is notable at a time when our all-volunteer force continues to struggle to recruit," Allison Jaslow, CEO of Iraq and Afghanistan Veterans of America, said in a statement praising the choice of a veteran to be vice presidential nominee. "How we care for our veterans is as important to our national security as how we care for our troops, and Walz has a record to prove that he understands that imperative."

As the top Democrat on the committee, Walz was a chief adversary for the Trump administration's Department of Veterans Affairs . He battled with then-acting VA Secretary Peter O'Rourke in 2018 during a standoff over O'Rourke's handling of the inspector general's office, and pushed for an investigation into the influence of a trio of informal VA advisers who were members of Trump's Mar-a-Lago club. An investigation by House Democrats completed after Walz left Congress concluded that the so-called Mar-a-Lago trio "violated the law and sought to exert improper influence over government officials to further their own personal interests."

Walz also opposed the Mission Act, the bill that expanded veterans' access to VA-funded care by non-VA doctors that Trump considers one of his signature achievements. Walz said in statements at the time that, while he agreed the program for veterans to seek outside care needed to be fixed, he believed the Mission Act did not have sustainable funding. VA officials in recent years have said community care costs have ballooned following the Mission Act.

Walz supported another bill that Trump touts as a top achievement, the Department of Veterans Affairs Accountability and Whistleblower Protection Act, which sought to make it easier for the VA to fire employees accused of misconduct or poor performance. But the implementation of that law was later part of Walz' fight with O'Rourke . The law also faced legal challenges that prompted the Biden administration to stop using the expedited firing authorities granted by the bill.

Walz was also an early proponent of doing more for veterans exposed to toxins during their military service, sponsored a major veterans suicide prevention bill and advocated for the expansion of GI Bill benefits. And he repeatedly pushed the VA to study marijuana usage to treat PTSD and chronic pain, something that could come up in a future administration if the Department of Justice finalizes reclassifying marijuana into a category of drugs considered less dangerous.

Walz' time in Congress also included a stint on the House Armed Services Committee, a perch he used to advocate for benefits for members of the National Guard .

Walz consistently voted in support of the annual defense policy bill, as well as advocated for repealing the "Don't Ask, Don't Tell" policy that effectively banned gay and lesbian service members.

"He was my battle buddy in the fight to repeal 'Don't Ask, Don't Tell,' and it wouldn't have happened if we didn't have Command Sgt. Maj. Tim Walz helping lead the fight," Murphy said.

Since becoming governor of Minnesota in 2019, Walz' role as commander in chief of the Minnesota National Guard has come under a spotlight several times. In response to a request from the Minneapolis mayor, he activated the Guard in May 2020 to assist law enforcement when some protests over the Minneapolis police killing of George Floyd turned destructive. At the time, Minneapolis' mayor accused Walz of being too slow to order the deployment, a charge he denied.

"It is time to rebuild. Rebuild the city, rebuild our justice system, and rebuild the relationship between law enforcement and those they're charged to protect," Walz said in a statement when he announced the activation.

He also activated the Guard to protect the Minnesota state Capitol in January 2021 amid fears that Trump supporters could riot at state houses like they did at the U.S. Capitol that month. And he's used the Guard for missions that are more routine for the service, such as to help after heavy flooding earlier this summer .

As news broke Tuesday of Walz' selection, he quickly won praise from other Democratic veterans.

"Having a person who wore the uniform and who deployed around the world adds to the ticket someone who can connect with veterans and military families in a way that no one but a veteran can," Jon Soltz, chairman of liberal political action committee VoteVets, said in a statement.

-- Steve Beynon contributed to this story.

Related: Here's Kamala Harris' Record on Veterans and Military Issues

Rebecca Kheel

You May Also Like

At the Paris Games, Ukrainians harnessed different ways to share their story — from evocative art exhibits to Olympians using...

There were no immediate reports of injuries or property damage.

The changes have been met with skepticism by some past and present Coasties.

A new investigation by a Senate subcommittee found that Coast Guard leaders often fail to handle reports of sexual assault...

Military News

• Investigations and Features
• Military Opinion

Select Service

• National Guard

Most Popular Military News

Tim Walz enlisted in the Army National Guard in Nebraska in 1981 and retired honorably in 2005 as the top enlisted soldier...

William L. Calley Jr., as a young U.S. Army lieutenant, became a central figure in the My Lai massacre, one of the most...

Earlier this year, the service put quality of life -- including barracks improvements -- at the top of its priority wish list...

Pilots, military aviation experts and family members are voicing concerns about a recently released investigation report into...

The San Antonio-based company moved to settle a three-year-old class-action suit over alleged violations of the...

Latest Benefits Info

• The GI Bill Can Pay for Testing
• VA Fertility Benefits for Military Veterans
• The Next Deadline for Backdated PACT Act Payments Is Coming Soon. Here’s What You Need to Know
• Servicemembers' Group Life Insurance (SGLI): What You Need to Know
• Using Your GI Bill For Graduate School

More Military Headlines

"Unfortunately, we have learned from generations of veterans the creeping, silent danger of toxic exposures."

• 2 Army Contractors Killed in Aviation Accidents at Fort Novosel, Fort Belvoir
• National Guard Units Activated in Southeast as Tropical Storm Debby Floods Towns, Claims Lives
• Surprise Bills: Military Families, Advocates Fight Unexpected Base Housing Move-Out Fees
• Pilots, Family Members Say Crew Is Being Unfairly Blamed for November's Deadly Air Force Osprey Crash
• National Guard Has New Acting Boss as Nominations Sit in Senate
• Iranian Brothers Charged in Alleged Smuggling Operation that Led to Deaths of 2 Navy SEALs
• Prosecutors Drop Assault Case Against Naval Academy Midshipman, Ending Nearly 3-Year Saga
• As Tensions Simmer in the Middle East, Pentagon Redirects Carrier Strike Group to the Area

Military Benefits Updates

• Fertility Benefits for Active-Duty Service Members
• A Marine Corps Veteran Goes to War with Corrupt Local Cops in 'Rebel Ridge'
• 'Morale Crush': Some Marines Languish in Hot Barracks as Temperatures Around the World Heat Up
• Local California Police Arrest 2 After Finding Stolen Items in Shuttered Marine Corps Facility
• US Coast Guard Academy Works to Change its Culture Following Sexual Abuse and Harassment Scandal
• Sexual Assault, Harassment and Retaliation Against Victims 'Pervasive' in Coast Guard, Senate Investigation Finds
• 'It's for Every Girl Everywhere': Radio Host Campaigns for Coast Guard Barbie

Entertainment

• 'Zero Day': New 10-Part Series Imagines What a Chinese Invasion of Taiwan Might Actually Look Like
• New Documentary Follows LA Veterans Who Face Homelessness, Hopelessness and Hunger While the VA Fails to Act