security assignment meaning

Security Assignments – Not Always What They Say They Are?

Contributor

The nature of security created under a security document does not always match its description in the document. Charlotte Drake explains how this recharacterisation risk can apply to security assignments. 

Is an "absolute" security assignment legal or equitable?

Legal assignments – key requirements.

Lenders commonly take security over "choses in action" (such as debts or rights under contracts) by way of assignment. An assignment involves the transfer of either legal ownership (legal assignment) or equitable ownership (equitable assignment).

Section 136 of the Law of Property Act 1925 dictates the formalities for taking a legal assignment. It requires that a legal assignment must (among other things):

• be in writing;
• be executed by the assignor; 
• be "absolute";
• not be expressed to be "by way of charge" only; and
• be notified in writing to the person against whom the assignor could enforce the assigned rights (the third party).

Legal assignments by way of security

There has been much case law on what "absolute" means. An assignment will not be absolute if it is conditional, or of part of a debt. However, a security assignment can qualify (provided it is not "by way of charge"): the fact the assignor has an equity of redemption under a security assignment does not of itself prevent the assignment from being "absolute". Security assignments sometimes use the term "absolute" to make clear they are intended to be legal assignments. However, the terminology used is not decisive. An assignment will not be "absolute" unless the third party can then deal with the assignee alone in respect of the assigned rights. The assignee owes an obligation to the assignor to reassign the rights on discharge of the secured liability. But the third party can continue to deal with the assignee until it receives notice of that reassignment.

In practice, this usually presents a considerable stumbling block to taking security by way of a legal assignment. Security assignments often allow the assignor to continue to deal with the third party, which commercially suits assignor, assignee and third party alike. However, such an assignment will not be "absolute" and so will take effect in equity only, even if the security document claims to effect a legal assignment.

The recent case of Ardila Investments NV v. ENRC NV and another 1 highlighted this. The judge accepted that the assignment clause in the document used "the words of a legal assignment". However, he pointed to other clauses in the assignment document which suggested the parties had intended it to take effect in equity rather than law. One of these clauses obliged the assignor to "pursue its rights" under the assigned contracts, which is clearly inconsistent with an absolute assignment.

Legal or equitable – does it matter?

Often not. A notified equitable assignment has as strong a priority against other interests in the assigned rights as a legal assignment.

One advantage of a legal assignment is that a legal assignee can sue the third party without the assignor's involvement. Received wisdom used to be that an equitable assignee could not sue alone and the assignor (as owner of the legal interest) must be joined in as party to proceedings (either as co-plaintiff if willing, or as co-defendant if not).

In Ardila the judge held that the assignment took effect in equity and that both assignor and assignee should join in the proceedings as co-claimants. As it happened, when the hearing took place, the assignor had been joined as co-claimant anyway. In other cases, an equitable assignee has been able to sue the third party alone. As a purely practical matter, even if the assignor does need to be joined into proceedings this is unlikely to be more than an inconvenience.

Could a security assignment be "floating" security?

Could there be another, more unpalatable, result of control remaining with the assignor following a security assignment? In Re Spectrum Plus 2 , the House of Lords of course held that a charge over a debt will be floating, not fixed, if the security holder fails to exercise control over the debt proceeds. Is a security assignment of a debt or similar contractual right also at risk of being recharacterised in this way? This is far from a settled point, but these obiter comments from Lord Scott in Re Spectrum Plus (at paragraph 107) suggest so: 

" Suppose, for example, a case where an express assignment of a specific debt by way of security were accompanied by a provision that reserved to the assignor the right, terminable by written notice from the assignee, to collect the debt and to use the proceeds for its (the assignor's) business purposes, ie, a right, terminable on notice, for the assignor to withdraw the proceeds of the debt from the security. This security would, in my opinion, be a floating security notwithstanding the express assignment. " 

There is some logic in this approach. If it were possible to "solve" Re Spectrum Plus by renaming all charges over debts as security assignments, the case would not have taken on the significance that it has. The risk of this type of recharacterisation is most obvious in a UK insolvency, where there is a clear distinction between the application of fixed and floating recoveries. In this context, at least, the "fixed/floating" distinction is likely to be more of a concern to a lender than whether its security assignment is "legal" rather than "equitable".

1. [2015] EWHC 1667 (Comm) (11 June 2015)

2. [2005] UKHL 41.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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Cyber Insight

What is cyber security assignment? Tips from an expert.

Updated on: June 17, 2023

I have seen firsthand the devastating consequences that can come from a cyber attack. It’s not just about protecting your personal data anymore; it’s about safeguarding the entire infrastructure that our society relies on. So, if you’re tasked with a cyber security assignment, it’s not just a homework task – it’s a responsibility to help keep our world safe and secure.

But where do you start? With the rapidly evolving landscape of cyber threats and the complex technology used to counter them, it can be overwhelming for even the most tech-savvy of individuals. That’s why I’m here. In this article, I’ll share some tips and tricks for tackling your cyber security assignment like a pro. From understanding the basics to implementing advanced techniques, you’ll have the tools you need to make a difference in the fight against cybercrime. So, let’s dive in and get started.

What is cyber security assignment?

In summary, a cybersecurity assignment revolves around ensuring the security of internet-related devices and services from malicious attacks. This is achieved by identifying potential threats, developing a security strategy, implementing security measures, and monitoring and reviewing these measures to remain effective.

???? Pro Tips:

1. Understand the scope of the assignment: Before starting, ensure that you have a clear understanding of what is expected from the cyber security assignment. Be sure to read and reread the instructions given and clarify any doubts with your instructor.

2. Research different aspects of cyber security: Cyber security is a vast field, and it is crucial to have a basic understanding of its various areas, such as network security, data security, and incident management, to name a few.

3. Consider real-world scenarios: To make your assignment relevant, consider real-world scenarios and apply the knowledge you have acquired. This could be an analysis of a cyber attack or suggestions to prevent a similar occurrence.

4. Follow best practices: Ensure that you follow industry-recognized best practices to create a well-researched and comprehensive assignment. Use credible sources for reference, and provide due credit to sources used.

5. Stay up-to-date: Cybersecurity is a rapidly evolving field, with new threats and solutions emerging regularly. It is, therefore, essential to stay current and up-to-date with the latest trends and developments in the field. This will help make your assignment informative and relevant.

Understanding Cybersecurity and Its Importance

Cybersecurity is the practice of protecting internet-connected devices and services from cyber attacks. Cyber attacks include malicious activities, such as hacking, stealing sensitive information, spreading malware, and disrupting critical infrastructure systems.

In today’s digital age, where the majority of businesses and organizations rely on digital technologies to perform their daily operations, cybersecurity has become more critical than ever before. The increasing use of the internet and connected devices has led to a surge in the number of cyber attacks, which can cause severe financial and reputational damages for businesses.

The importance of cybersecurity cannot be overstated. A successful cyber attack can cause significant losses and damage to a company’s reputation. Therefore, organizations must implement robust cybersecurity measures to protect their systems and data.

Types of Cyber Attacks and Threat Actors

Cyber attacks can come in many forms, each with a specific objective. Here are some of the most common types of cyber attacks:

Phishing Attacks: These are social engineering attacks that trick users into sharing sensitive information, such as passwords or credit card details.

Ransomware: This type of malware encrypts the victim’s files and demands a ransom payment to restore access.

Denial-of-Service (DoS) Attacks: These attacks overload a target system with requests, making it unavailable to legitimate users.

Malware: This is a type of software designed to infiltrate a system and cause harm.

The threat actors behind cyber attacks can be anyone from lone-wolf hackers to state-sponsored hacking groups. Many of these attacks can be prevented by implementing cybersecurity best practices and protocols.

Cybersecurity Protocols and Best Practices

Here are some of the best cybersecurity protocols and practices that businesses can implement to protect their systems and data:

Use Strong Passwords: Passwords should be complex and unique for each account.

Implement Firewall and Antivirus Software: This helps to prevent unauthorized access and malware infections.

Encrypt Sensitive Data: Encryption helps to protect data even if it falls into the wrong hands.

Provide Cybersecurity Awareness Training: This helps to educate employees on best cybersecurity practices.

Conduct Regular Security Audits: Regular security audits help to identify vulnerabilities and threats before they can be exploited.

The Role of Cybersecurity in Business Operations

The role of cybersecurity in business operations cannot be emphasized enough. Cybersecurity helps to protect the company’s intellectual property, sensitive data, reputation, and financial stability. Moreover, implementing cybersecurity measures can attract customers who are increasingly concerned about the safety of their data.

The consequences of a successful cyber attack can be severe. It can lead to legal penalties, loss of revenue, and even bankruptcy. Therefore, businesses must prioritize cybersecurity in their operational strategies.

Cybersecurity Challenges and Emerging Threats

The cybersecurity landscape is continually evolving, and new threats emerge every year. Some of the most significant challenges that organizations face today are:

Advanced Persistent Threats (APTs): These are stealthy attacks that infiltrate a system and remain undetected for a long period.

Internet of Things (IoT) Vulnerabilities: The proliferation of IoT devices creates new vulnerabilities that can be exploited by cybercriminals.

Cloud Security: As more businesses move their operations to the cloud, the risk of cloud-based attacks increases.

Organizations must stay up-to-date with emerging threats and implement robust measures to mitigate them.

Advancements in Cybersecurity Technologies

As cyber attacks become more sophisticated, cybersecurity technologies have evolved to keep up. Some of the significant advancements in cybersecurity technologies include:

Artificial Intelligence (AI): AI-powered cybersecurity solutions can help detect and mitigate cyber threats in real-time.

Biometric Authentication: Biometric authentication, such as fingerprint or facial recognition, strengthens the security of sensitive data.

Quantum Cryptography: Quantum cryptography is an emerging technology that uses quantum mechanics to encrypt data securely.

Cybersecurity Compliance and Legal Regulations

Compliance with cybersecurity regulations and laws is critical for any business that collects, stores, or processes customer data. Some of the most prominent cybersecurity regulations include:

General Data Protection Regulation (GDPR): This regulation governs how businesses in the European Union (EU) handle, process, and store personal data.

California Consumer Privacy Act (CCPA): This act requires businesses to inform Californian consumers about the personal data they collect, use, and share and provide them with the right to opt-out.

Payment Card Industry Data Security Standard (PCI DSS): This standard regulates how businesses that accept credit card payments handle cardholder data.

In summary, cybersecurity is critical for any business that uses digital technologies to perform its operations. Organizations must implement robust cybersecurity measures, protocols, and practices to protect their systems and data from cyber attacks. As the cybersecurity landscape continues to evolve, organizations must stay up-to-date with emerging threats and comply with legal regulations and standards.

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Assignments: why you need to serve a notice of assignment

It's the day of completion; security is taken, assignments are completed and funds move. Everyone breathes a sigh of relief. At this point, no-one wants to create unnecessary paperwork - not even the lawyers! Notices of assignment are, in some circumstances, optional. However, in other transactions they could be crucial to a lender's enforcement strategy. In the article below, we have given you the facts you need to consider when deciding whether or not you need to serve notice of assignment.

What issues are there with serving notice of assignment?

Assignments are useful tools for adding flexibility to banking transactions. They enable the transfer of one party's rights under a contract to a new party (for example, the right to receive an income stream or a debt) and allow security to be taken over intangible assets which might be unsuitable targets for a fixed charge. A lender's security net will often include assignments over contracts (such as insurance or material contracts), intellectual property rights, investments or receivables.

An assignment can be a legal assignment or an equitable assignment. If a legal assignment is required, the assignment must comply with a set of formalities set out in s136 of the Law of Property Act 1925, which include the requirement to give notice to the contract counterparty.

The main difference between legal and equitable assignments (other than the formalities required to create them) is that with a legal assignment, the assignee can usually bring an action against the contract counterparty in its own name following assignment. However, with an equitable assignment, the assignee will usually be required to join in proceedings with the assignor (unless the assignee has been granted specific powers to circumvent that). That may be problematic if the assignor is no longer available or interested in participating.

Why should we serve a notice of assignment?

The legal status of the assignment may affect the credit scoring that can be given to a particular class of assets. It may also affect a lender's ability to effect part of its exit strategy if that strategy requires the lender to be able to deal directly with the contract counterparty.

The case of General Nutrition Investment Company (GNIC) v Holland and Barrett International Ltd and another (H&B) provides an example of an equitable assignee being unable to deal directly with a contract counterparty as a result of a failure to provide a notice of assignment.

The case concerned the assignment of a trade mark licence to GNIC . The other party to the licence agreement was H&B. H&B had not received notice of the assignment. GNIC tried to terminate the licence agreement for breach by serving a notice of termination. H&B disputed the termination. By this point in time the original licensor had been dissolved and so was unable to assist.

At a hearing of preliminary issues, the High Court held that the notices of termination served by GNIC , as an equitable assignee, were invalid, because no notice of the assignment had been given to the licensee. Although only a High Court decision, this follows a Court of Appeal decision in the Warner Bros Records Inc v Rollgreen Ltd case, which was decided in the context of the attempt to exercise an option.

In both cases, an equitable assignee attempted to exercise a contractual right that would change the contractual relationship between the parties (i.e. by terminating the contractual relationship or exercising an option to extend the term of a licence). The judge in GNIC felt that "in each case, the counterparty (the recipient of the relevant notice) is entitled to see that the potential change in his contractual position is brought about by a person who is entitled, and whom he can see to be entitled, to bring about that change".

In a security context, this could hamper the ability of a lender to maximise the value of the secured assets but yet is a constraint that, in most transactions, could be easily avoided.

Why not serve notice?

Sometimes it's just not necessary or desirable. For example:

• If security is being taken over a large number of low value receivables or contracts, the time and cost involved in giving notice may be disproportionate to the additional value gained by obtaining a legal rather than an equitable assignment.
• If enforcement action were required, the equitable assignee typically has the option to join in the assignor to any proceedings (if it could not be waived by the court) and provision could be made in the assignment deed for the assignor to assist in such situations. Powers of attorney are also typically granted so that a lender can bring an action in the assignor's name.
• Enforcement is often not considered to be a significant issue given that the vast majority of assignees will never need to bring claims against the contract counterparty.

Care should however, be taken in all circumstances where the underlying contract contains a ban on assignment, as the contract counterparty would not have to recognise an assignment that is made in contravention of that ban. Furthermore, that contravention in itself may trigger termination and/or other rights in the assigned contract, that could affect the value of any underlying security.

What about acknowledgements of notices?

A simple acknowledgement of service of notice is simply evidence of the notice having been received. However, these documents often contain commitments or assurances by the contract counterparty which increase their value to the assignee.

Best practice for serving notice of assignment

Each transaction is different and the weighting given to each element of the security package will depend upon the nature of the debt and the borrower's business. The service of a notice of assignment may be a necessity or an optional extra. In each case, the question of whether to serve notice is best considered with your advisers at the start of a transaction to allow time for the lender's priorities to be highlighted to the borrowers and captured within the documents.

For further advice on serving notice of assignment please contact Kirsty Barnes or Catherine Phillips  from our Banking & Finance team.

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Assignment of Lease

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What is an assignment of lease.

The assignment of lease is a title document that transfers all rights possessed by a lessee or tenant to a property to another party. The assignee takes the assignor’s place in the landlord-tenant relationship.

You can view an example of a lease assignment here .

How Lease Assignment Works

In cases where a tenant wants to or needs to get out of their lease before it expires, lease assignment provides a legal option to assign or transfer rights of the lease to someone else. For instance, if in a commercial lease a business leases a place for 12 months but the business moves or shuts down after 10 months, the person can transfer the lease to someone else through an assignment of the lease. In this case, they will not have to pay rent for the last two months as the new assigned tenant will be responsible for that.

However, before the original tenant can be released of any responsibilities associated with the lease, other requirements need to be satisfied. The landlord needs to consent to the lease transfer through a “License to Assign” document. It is crucial to complete this document before moving on to the assignment of lease as the landlord may refuse to approve the assignment.

Difference Between Assignment of Lease and Subletting

A transfer of the remaining interest in a lease, also known as assignment, is possible when implied rights to assign exist. Some leases do not allow assignment or sharing of possessions or property under a lease. An assignment ensures the complete transfer of the rights to the property from one tenant to another.

The assignor is no longer responsible for rent or utilities and other costs that they might have had under the lease. Here, the assignee becomes the tenant and takes over all responsibilities such as rent. However, unless the assignee is released of all liabilities by the landlord, they remain responsible if the new tenant defaults.

A sublease is a new lease agreement between the tenant (or the sublessor) and a third-party (or the sublessee) for a portion of the lease. The original lease agreement between the landlord and the sublessor (or original tenant) still remains in place. The original tenant still remains responsible for all duties set under the lease.

Here are some key differences between subletting and assigning a lease:

• Under a sublease, the original lease agreement still remains in place.
• The original tenant retains all responsibilities under a sublease agreement.
• A sublease can be for less than all of the property, such as for a room, general area, portion of the leased premises, etc.
• Subleasing can be for a portion of the lease term. For instance, a tenant can sublease the property for a month and then retain it after the third-party completes their month-long sublet.
• Since the sublease agreement is between the tenant and the third-party, rent is often negotiable, based on the term of the sublease and other circumstances.
• The third-party in a sublease agreement does not have a direct relationship with the landlord.
• The subtenant will need to seek consent of both the tenant and the landlord to make any repairs or changes to the property during their sublease.

Here is more on an assignment of lease here .

Parties Involved in Lease Assignment

There are three parties involved in a lease assignment – the landlord or owner of the property, the assignor and the assignee. The original lease agreement is between the landlord and the tenant, or the assignor. The lease agreement outlines the duties and responsibilities of both parties when it comes to renting the property. Now, when the tenant decides to assign the lease to a third-party, the third-party is known as the assignee. The assignee takes on the responsibilities laid under the original lease agreement between the assignor and the landlord. The landlord must consent to the assignment of the lease prior to the assignment.

For example, Jake is renting a commercial property for his business from Paul for two years beginning January 2013 up until January 2015. In January 2014, Jake suffers a financial crisis and has to close down his business to move to a different city. Jake doesn’t want to continue paying rent on the property as he will not be using it for a year left of the lease. Jake’s friend, John would soon be turning his digital business into a brick-and-mortar store. John has been looking for a space to kick start his venture. Jake can assign his space for the rest of the lease term to John through an assignment of lease. Jake will need to seek the approval of his landlord and then begin the assignment process. Here, Jake will be the assignor who transfers all his lease related duties and responsibilities to John, who will be the assignee.

You can read more on lease agreements here .

Image via Pexels by RODNAE

Assignment of Lease From Seller to Buyer

In case of a residential property, a landlord can assign his leases to the new buyer of the building. The landlord will assign the right to collect rent to the buyer. This will allow the buyer to collect any and all rent from existing tenants in that property. This assignment can also include the assignment of security deposits, if the parties agree to it. This type of assignment provides protection to the buyer so they can collect rent on the property.

The assignment of a lease from the seller to a buyer also requires that all tenants are made aware of the sale of the property. The buyer-seller should give proper notice to the tenants along with a notice of assignment of lease signed by both the buyer and the seller. Tenants should also be informed about the contact information of the new landlord and the payment methods to be used to pay rent to the new landlord.

You can read more on buyer-seller lease assignments here .

Get Help with an Assignment of Lease

Do you have any questions about a lease assignment and want to speak to an expert? Post a project today on ContractsCounsel and receive bids from real estate lawyers who specialize in lease assignment.

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 Assignment of Lease Lawyers

Chia-Fen Y.

Attorney Yu represents clients in business and real estate transactions and has successfully handled more than 200 cases. She has experience in corporate law, including forming legal entities, employment law and workers’ compensation law matters pertaining to wage and hour violations, industrial injuries, misclassifications, and other employment-related torts and contracts. Attorney Yu works with employers to address employee relationship issues, develop effective policies and craft employment agreements. Attorney Yu regularly advises clients on the legal and business aspects of potential investments, ongoing business operations, debt collections, shareholders and partners disputes, business purchase agreements, risk assessment, intellectual property disputes, and potential contract disputes. She regularly handles real estate law matters such as landlord-tenant disputes, lease agreements, buy-sell disputes, title disputes, and construction disputes. She also has substantial experience settling debts, and she drafts, reviews and negotiates settlement agreements. Attorney Yu conducts extensive legal research and provides on-point legal advice to both corporate and individual clients.

Ramanathan C.

Dual Qualified New York Attorney & Enrolled NZ Barrister & Solicitor

Attorney licensed to practice in both California and New York, Josiah is focused on helping people understand what's in their contracts, and do business with confidence.

I am an experienced in house counsel and have worked in the pharmaceutical, consumer goods and restaurant industry. I have experience with a variety of agreements, below is a non-exhaustive list of types of agreements I can help with: Supply Agreements Distribution Agreements Manufacture Agreements Service Agreements Employment Agreements Consulting Agreements Commercial and residential lease agreements Non-compete Agreements Confidentiality and Non-Disclosure Agreements Demand Letters Termination notice Notice of breach of contract My experience as in house counsel has exposed me to a wide variety of commercial matters for which I can provide consulting and assistance on. I have advised US, Canadian and International entities on cross-functional matters and have guided them when they are in different countries and jurisdictions as their counterparties. I can provide assistance early on in a business discussion to help guide you and make sure you ask the right questions even before the commercial agreement needs to be negotiated, but if you are ready to put a contract in place I can most definitely help with that too.

Jeff Colerick has been practicing law for over 30 years and has devoted his professional career to providing clients with intelligent representation and personal care. His experience as a lawyer involving complex matters has resulted in a long history of success. Jeff has built a practice based on a deep understanding of real estate assets and corporate activities. He combines his industry knowledge with a practical and collaborative approach to problem solving. Jeff’s client relationships are strong because they are built on mutual respect. Jeff talks the language of real estate and understands that it is a vehicle to deliver your business strategy. Jeff provides practical, responsive, and strategic advice related to real estate acquisition, construction, leasing, and sale of a wide range of real property types, including office, retail, medical, industrial, industrial flex-space, mixed-use condominium, multifamily and hospitality. As leader of the Goodspeed Merrill real estate practice group, Jeff represents clients with commercial and residential transactions, purchases and sales, land acquisition and development, real estate investment and financing, financing liens and security interests, and commercial leasing and lease maintenance, including lease enforcement support and advice. The firm represents clients in matters concerning construction, lending, developers, contractors and subcontractors, cell site leasing, property and boundary disputes, common interest community law, and residential condominiums and planned communities.

Harrison K.

Harrison Kordestani is an executive with over twenty-five years experience in entertainment and media, energy, technologies, and start-ups. Mr. Kordestani has also developed a specialized legal and strategic consulting practice representing select entertainment, oil and gas, mortgage lending, and technology start-up clientele. He is also deeply passionate about new technologies and has also actively worked in building companies in the video-on-demand, wearable tech, information of things, demand prediction and app-marketing spaces. As an attorney, Mr. Kordestani's focus has been on transactional drafting and negotiation and providing ongoing legal counsel, corporate compliance, and contract interpretation to numerous private individuals as well as companies in varied fields.

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Contract to lease land from a church.

I’m planning on leasing land from a church. Putting a gym on the property. And leasing it back to the school.

Ok; first step is that you will need a leasing contract with the church. Ask them to prepare one for you so you would just need an attorney to review the agreement and that should cost less than if you had to be the party to pay a lawyer to draft it from scratch. You need to ensure that the purpose of the lease is clearly stated - that you plan to put a gym on the land so that there are no issues if the church leadership changes. Step 2 - you will need a lease agreement with the school that your leasing it do (hopefully one that is similar to the original one your received from the church). Again, please ensure that all the terms that you discuss and agree to are in the document; including length of time, price and how to resolve disputes if you have one. I hope this is helpful. If you would like me to assist you further, you can contact me on Contracts Counsel and we can discuss a fee for my services. Regards, Donya Ramsay (Gordon)

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Bulletins | January 30, 2018

Assignment by way of security – beware of giving away more than you bargained for.

Construction

Assignment by way of security is a concept that comes up on many construction projects; typically as a condition of providing finance a funder will require an assignment by way of security of key construction documents, including building contracts and appointments, with the intention that if the borrower defaults on the loan, the assignment will be perfected and the funder will be entitled to enforce its rights under the constructions documents. How and when exactly such assignment takes place and the interplay with an employer’s rights under its contracts on a project was brought into focus in last year’s case of Mailbox (Birmingham) Limited v Galliford Try Construction Limited ([2017] EWHC 67 (TCC)).

Mailbox (Birmingham) Limited (“Mailbox”), the claimant special purpose vehicle set up to develop the Mailbox in Birmingham (“the Property”), a high-end mixed used development, boasting a Harvey Nichols and the base for BBC Birmingham, engaged Galliford Try Construction Limited (“Galliford”) for refurbishment works at the Property under a building contract dated 23 December 2013. A dispute arose between the parties regarding responsibility for delay, the final account, liquidated damages and Mailbox’s termination which was referred to adjudication, where Galliford were ordered to pay Mailbox £2,477,152.86 plus 75% of the adjudicator’s costs. Galliford did not pay the sums ordered, so Mailbox sought enforcement of the adjudicator’s decision in the High Court.

Did Mailbox have a right to bring an adjudication?

Galliford’s primary defence to the enforcement was that Mailbox had no right to bring the claim, as it had assigned the benefit of the building contract with Galliford to Aareal Bank AG Wiesbaden (“Aareal”) in accordance with the requirements of a debenture dated 10 May 2011. Mailbox raised three defences:

• The building contract was not in existence at the time of the assignment referred to in the debenture. Therefore there could be no assignment;
• Alternatively, any assignment was by way of charge rather than a legal assignment; or
• The contract had been re-assigned from Aareal to Mailbox before Mailbox commenced adjudication proceedings.

Mailbox failed on the first two defences, but won on the third so was able to enforce the adjudicator’s award. However, it was the analysis of the first and second defences and Mrs Justice O’Farrell’s review of the requirements for legal assignment under Section 138 of the Law of Property Act 1925 that are of particular note.

It was held that the wording of the debenture covered future contracts, including the building contract in question. The wording “each chargor with full title guarantee assigns absolutely by way of security in favour of the security trustee” amounted to a full legal assignment rather than an assignment by way of charge and/or a conditional assignment. Further, there was a requirement for notice of the assignment to be served and specific reference to rights being re-assigned, both of which were more akin to an absolute assignment. Express notice was given to Galliford, again consistent with an absolute assignment.  Thankfully for Mailbox, on the day it commenced the adjudication, Aareal had re-assigned the rights under the building contract to Mailbox. If it had not done so, or done so after the adjudication had been commenced, Mailbox would not have been entitled to commence the adjudication.

Practical Tips

When obtaining finance for a project it is crucial to understand what the funder really requires in relation to security over construction documents. If all rights are assigned, the employer no longer has the ability to enforce such rights and may have given away more than he bargained for.

It may be that the use of collateral warranties or third party rights together with a charge will suffice but if not (which is unfortunately still the common position), it is important that any such rights are re-assigned before the employer commences an adjudication or any other proceedings.

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Transforming security: The role of secure IoT connectivity within fire and security applications

Whitepaper: enhancing security, resilience and efficiency across a range of industries, do your security officers use assignment instructions.

As the managing director of a security consultancy business, and having worked in the security sector for 20 years now, I’ve seen many changes within the industry.

With the relatively recent introduction of the Security Industry Authority’s Approved Contractor Scheme (ACS), a standard has at long last been set. That standard has been much needed in the security sector.

In particular, the ACS has highlighted the importance of processes and documents in your business. It has made this mandatory in some cases, for example when it comes to site assignment instructions.

I have long held the belief that site assignment instruction booklets are one of the most important documents a security officer has access to while on duty (if not the most important). During my time working with all sizes of security company, I have come across many variations of site assignment instructions. There have been the two-page documents scribbled all over as practices have altered, all the way up to vast tomes designed to impress clients rather than aid the officer.

The feedback I have received about assignment instructions when speaking to officers has surprised me. In some cases, such little importance is given to these documents that certain security officers don’t even know what they are, and why they should be used.

On the other hand, we have officers who are frustrated as their limited assignment instructions document does not aid them in their job. At the other end of the scale, I’ve met with officers who are baffled by a 100-page collective that bears little relevance to their job and duties.

In our experience, assignment instructions are a constant reference for the security officer and every bit as important as his or her licence and uniform. Having passed Basic Job Training, the assignment instructions become a familiar document which includes such important information as duties for the security staff, client details and emergency procedures.

Advantages of detailed instructions

The advantages to having detailed but concise assignment instructions are far-reaching:

• it’s one of the requirements of the SIA’s Approved Contractor Scheme
• Security officers are more confident in their job, and have a standard against which they can work
• they portray a professional image to clients
• the guarding company’s processes are more structured
• it’s good indication to your insurers that you’re trading correctly

However, when producing your assignment instructions you’ll find that it’s time-consuming and very often difficult to know what to include. The instructions we’ve developed are easily adaptable and contain information approved by a qualified assessor

Roberta Minty is Managing Director of the Total Training Consultancy.

You certainly make the importance of assignment instructions obvious. In addition, I like how you point out that these documents can be a source of confusion. If the document is too extensive, or not extensive enough, a company can end up paying for security service that they are not using to it’s full potential. http://www.goldshieldsecurity.com/brooklyn-ny-security-officers-and-fire-guards.htm

How long legally do site security assignment instructions last, ie need renewing and signing by security staff ?

The British Standards say they must be reviewed upon any change or at least annually

An easy guide to understanding healthcare data analytics

In this brave new world, virtually every person generates data. Whether it’s from accessing social media apps on their smartphone or wearing a fitness-tracking device, most of us create information trails that can be recorded, stored and used . This data can be extremely helpful to gain insight into the behaviour or composition of large groups of people, for example. In turn, this can help companies design products that meet certain needs most closely, and proactively fulfil certain customer expectations. Like many industries, the healthcare sector is increasingly moving towards data as the foundation of its decision making.

The field of healthcare data analytics stands at the intersection of technology and healthcare, promising to transform how we manage, deliver and access medical services. In practice, hospital data , medical data and clinical data are already being used to improve inventory management and provide personalized healthcare to patients. However, the potential of healthcare data extends much, much further.

This guide aims to unwrap the complex world of healthcare data analytics for those who work within the healthcare industry and those who don’t.

Table of contents

What is healthcare data analytics.

At its heart, healthcare data analytics is the uncovering of patterns and insights from raw healthcare data like patient histories, bloodwork and genetic trackers to help healthcare providers determine the best course of treatment.

This field leverages technologies like machine learning and data visualization to enhance medical practices, optimize resource allocation, and drive evidence-based decision making in the healthcare industry. In short, healthcare data analytics seeks to transform vast amounts of raw data into meaningful, actionable knowledge.

How to make healthcare data analytics fit for purpose

There are various subsets of healthcare analytics, each serving a distinct purpose:

• Medical data analytics is done on data from the electronic health records, medical imaging, laboratory tests and wearable health devices of individual patients. The practice aims to draw insights into patients’ health status and clinical outcomes to optimize healthcare delivery at the patient level, including diagnosis, treatment planning and monitoring.
• Clinical data analytics encompasses the analysis of data collected during clinical care processes, including patient interactions, medical procedures and healthcare interventions. The idea is to spot patterns that could improve clinical workflows.
• Hospital data analytics specifically refers to the analysis of data generated within hospital settings, including administrative data, operational metrics and financial performance indicators. 

While medical data analytics, clinical data analytics and hospital data analytics all target specific facets of healthcare, they each empower healthcare professionals to make well-informed decisions that can lead to revolutionary improvements in patient care and healthcare management. 

Four types of healthcare data analytics explained

When looking at the more technical side of healthcare data analytics, we can discern four fundamental types of analytic techniques:

• Descriptive analytics is the initial phase that creates a historical narrative of healthcare events.
• Diagnostic analytics goes a little deeper to identify trends and explain them.
• Predictive analytics uses past and current data to forecast future events. As such, predictive analytics in healthcare is medicine’s attempt at a crystal ball.
• Prescriptive analytics is the final stage. By suggesting actions in response to the predictions made, this analytics process seeks to find a strategy. When done well, it is key to driving informed and data-driven decision making.

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Big data in healthcare

By definition, the analysis of any kind of data requires, first and foremost, vast amounts of data. Enter big data, which refers to datasets too large for traditional analytics methods or tools. Big data is often used in the study of human behaviour or interactions, making it the perfect foundation for healthcare data analytics.

The sheer size of these datasets means leveraging big data in healthcare is dependent on advanced technologies like distributed computing, cloud infrastructure and specialized software. Machine learning and data visualization can supplement statistical discoveries and help human operators derive valuable insights.

Applications of big data in healthcare

The potential of big data in healthcare is unlimited, but there are six obvious applications in the healthcare sector:

• Early disease detection : By anticipating health deterioration through predictive analytics, medical professionals can intervene proactively.
• Faster and more accurate diagnostics : Analysing medical data can lead to quicker treatment decisions and better patient care.
• Personalized medicine : Medical data analytics personalizes treatment by considering an individual’s genetic makeup, lifestyle and environmental factors.
• Improved operational decisions : By analysing operational data, healthcare organizations can better optimize patient flow, staffing levels and resource allocation within hospitals.
• Faster drug development : Healthcare data analytics can help to predict drug interactions and streamline clinical trials.
• Oncology research : The benefits of data analytics in cancer research include the accelerated discovery of new treatments and a deeper understanding of cancer biology.
• Procurement and supply chain optimization : Simply put, the analysis of supply chain data enables providers to predict demand, optimize inventory levels and reduce waste.

Precision and personalized medicine

Healthcare data analytics plays a pivotal role in advancing precision medicine, a paradigm shift in healthcare that aims to tailor medical treatment and interventions to the individual characteristics of each patient. Running personal patient information like genomic information, clinical records and lifestyle factors through machine learning and other analytics tools can help design treatment strategies that meet the unique needs and makeup of individuals.

Data analytics for precision medicine holds the promise of maximizing efficacy while minimizing adverse effects, ultimately improving patient outcomes.

Challenges of big data in healthcare

None of the above is possible without big data, but it can be difficult to collect and use big data for a variety of reasons:

• Data privacy and security : The growing storage and use of health data has already made hospitals and practitioners the targets of cybercriminals and hackers. It is the responsibility of healthcare providers to safeguard this sensitive information by improving their cybersecurity protocols and de-identifying aggregated health data, for example.
• Data quality and accuracy : Healthcare data is collected from a number of systems and stored for different purposes. As such, it is diverse. This diversity can result in data silos and inconsistencies, making it difficult to integrate and analyse the datasets. It can also lead to inconsistencies in the accuracy and completeness of datasets.
• Unstructured data : This is especially relevant to organizations and providers undergoing the transition to digital records from traditional methods. Paper notes, charts and records can be referred to as unstructured data, and can be very difficult to include into datasets without sophisticated techniques for text mining, natural language processing and image recognition.
• Interoperability : Providers are likely to be at different stages of the data analytics adoption process, so collaboration can be tricky. Even if both partners are fully digital, the varying technical infrastructures, security concerns, legal complexities and differing priorities can hinder data exchanges.

Addressing these challenges is no small feat. It will require a commitment from healthcare providers to break down data silos, and the development of tech solutions that not only enhance interoperability but also guarantee the data’s integrity and security.

Promoting interoperability and security

In this context, the safe and reliable development of healthcare data analytics depends on the seamless exchange of data between patients, providers and third parties. International Standards for healthcare data analytics play a crucial role in achieving interoperability across global healthcare systems by providing a common language, shared objectives and monitoring tools.

For healthcare organizations, implementing standards like ISO/HL7 27931 is an effective approach to regulating, managing and handling sensitive data. These steps are crucial for healthcare providers aiming to align with international best practices in data management and patient information security. When implemented effectively, this standard ensures health practitioners have access to information that is accurate, valid, reliable, timely, relevant, legible and complete.

ISO/HL7 27931 Data Exchange Standards – An application protocol for electronic data exchange in healthcare environments

ISO/TS 24289 Health informatics – Hierarchical file structure specification for secondary storage of health-related information

The future of data-driven healthcare

The potential impact of healthcare data analytics on patient care is monumental, driving a healthcare revolution that is more proactive, personalized and efficient. Innovations such as predictive analytics in healthcare, precision medicine, enhanced disease research and improved drug development – which all stem from big data analytics – would ultimately contribute to a healthier world for all.

While it is already essential to the industry, the importance of healthcare data analytics is set to grow in years to come. Developing this field safely, responsibly and effectively is therefore crucial, but it must be a collective endeavour by all actors in the healthcare space. International Standards can provide the foundation for the seamless, safe and private exchange of data to ensure that this new era of healthcare does not compromise on the very essence of patient care – trust.

• An easy guide to understanding healthcare data …

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