deed of transfer vs deed of assignment

Understanding a deed of assignment for intellectual property

A deed of transfer is used to change the ownership of intellectual property, a common occurrence in business. Explore how and when to use one.

Find out more about intellectual property basics

by   Brette Sember, J.D.

Brette is a former attorney and has been a writer and editor for more than 25 years. She is the author of more than 4...

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Updated on: November 24, 2023 · 3min read

Understanding intellectual property in business

How to transfer intellectual property rights in business, what to include in a deed of assignment, registering new ownership, restrictions on intellectual property transfers.

Most companies have intellectual property as part of their assets, including software, product design, or copyright to white papers. Buying or selling such property is done using a document called a deed of assignment.

A large part of what a business consists of may be tied to intellectual property . It's easy to see physical property a company owns, such as a building, office furniture, or inventory, but intellectual property can be more challenging to identify.

Most businesses have intellectual property, or works created by human minds or, in some cases, by computers. Some examples of intellectual property include architectural drawings, ad campaigns, company or product names, inventions, and source code.

Examples of when transfers of intellectual property might happen include when a company is buying another company, when you are setting up an LLC and want to transfer your intellectual property into the company, or when a business buys product rights from another company or individual.

A deed of assignment can be done in one transaction, instead of one transaction for each item of intellectual property, by transferring all ownership rights of all intellectual property detailed in the deed. The document is signed by both the buyer and seller. No payment is required for it to be valid.

A deed of assignment must be in writing and should include:

• The names and addresses of the assignor and assignee
• A description of the program or product for which the rights are being transferred
• A statement that all intellectual property rights to the property are being transferred
• Signatures of the parties and the date of the agreement execution

The deed could also include the following sections, where applicable:

• Consideration, or payment, to be made to the original owner.
• Warranties, or promises that the intellectual property rights being assigned don't infringe on anyone else's intellectual property rights . For example, in a deed regarding the transfer of a copyright, this section could state that the copyrighted work is original and not owned by someone else.
• Indemnification, or promise by the seller to reimburse the assignee if there is some problem with title to the property.
• Future assignments. For example, the agreement could be ongoing, so that anything the assignor creates in the future for this product or program is also transferred to the buyer.

Although a deed of assignment transfers ownership in intellectual property , it does not change the registration of the ownership. The assignee is responsible for handling all registration requirements.

For example, if a patent is transferred via a deed of assignment, the new owner must record the change in ownership with the U.S. Patent and Trademark Office. Similarly, the transfer of a copyright is recorded with the U.S. Copyright Office.

Transfers of intellectual property must comply with U.S. laws. One obvious caveat is that you can't transfer property you don't own. Transfers must also comply with antitrust laws, which are set up to prevent one company from completely dominating an industry.

If intellectual property rights are being transferred overseas, the transfer must comply with Export Administration Regulations and the International Traffic in Arms Regulations , which are designed to protect national security and trade.

The deed of assignment can be a crucial part of a business deal or transaction. You can create a deed of assignment yourself, or you can work with an attorney .

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What Is the Difference Between the Deed of Absolute Sale and the Deed of Assignment?

Deeds are generally used to prove a transfer of real estate.

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The deed of absolute sale, which is used in most real estate purchases, transfers property without any conditions beyond satisfaction of the purchase price. A deed of assignment, by contrast, can be used any time one party wants to transfer contractual rights to another. Deeds of assignment are common between mortgage lenders.

The difference between a deed of sale and a deed of assignment is that the deed of sale is used once and has no conditions other than the purchase price of the property, while the deed of assignment can be used anytime to transfer contractual rights from one party to another.

Absolute Sale Deeds

The deed of absolute sale is used in many real estate sales. A deed is a document that states that one party is transferring his real estate property rights to another. The deed proves the transfer, but, if properly recorded with the county recorder, it serves to give other prospective purchasers notice that all of the seller's rights in the property have now passed on to another party. An "absolute sale" deed is defined by having no conditions attached to the sale except the buyer's payment of the purchase price. When the seller signs and delivers the absolute sale deed, this is generally recognized by law as the moment of sale.

Deed Requirements

To be valid, an absolute sale deed must clearly describe the property being transferred, either by address or other distinguishing information. The deed must also clearly identify the seller and purchaser, the date on which the transfer becomes legally effective and pertinent information such as the purchase price. In modern real estate transactions, the parties often get around trying to cram all of this information into the deed by having an ancillary real estate sales contract. However, the deed must reference the information contained in the contract.

Understanding Assignment

Assignment is slightly different from an outright transfer. An assignment occurs when two parties are in a contractual relationship and one party wants to give all of his contractual rights to a third party and entirely remove himself from the contract. The new party, known as the "assignee," effectively replaces the old contracting party, taking on not only his rights under the contract but his obligations as well. Typically, unless the original contract states otherwise, both parties to the original contract must approve an assignment before it can take place.

Deed of Assignment

The deed of assignment is the document used to transfer the contracting party's rights. The parties may also choose to accomplish assignment via an assignment contract. In real estate, the deed of assignment often shows up in mortgage transactions. Mortgage lenders hold certain rights to property, notably the right to foreclose if the borrower fails to make payments. Lenders frequently wish to sell or purchase rights in a mortgaged property. The deed of assignment transfers or "assigns" the seller's rights in the property to another lender.

• U.S. Legal: Absolute Sale Law and Legal Definition
• U.S. Legal: Assignments
• NOLO: What's the Difference Between a Mortgage Assignment and an Endorsement (Transfer) of the Note?
• The Free Dictionary: Absolute Deed
• Reference: What Is a Deed of Assignment?

Erika Johansen is a lifelong writer with a Master of Fine Arts from the Iowa Writers' Workshop and editorial experience in scholastic publication. She has written articles for various websites.

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Deed of Assignment (for Intellectual Property)

In the realm of intellectual property, a Deed of Assignment is a formal legal document used to transfer all rights, title, and interest in intellectual property from the assignor (original owner) to the assignee (new owner). This is crucial for the correct transfer of patents, copyrights, trademarks, and other IP rights. The deed typically requires specific legal formalities, sometimes notarization, to ensure it is legally enforceable.

To be legally effective a deed of assignment must contain:

• Title of the Document : It should clearly be labeled as a "Deed of Assignment" to identify the nature of the document.
• Date : The date on which the deed is executed should be clearly mentioned.
• Parties Involved : Full names and addresses of both the assignor (the party transferring the rights) and the assignee (the party receiving the rights). This identifies the parties to the agreement.
• Recitals : This section provides the background of the transaction. It typically includes details about the ownership of the assignor and the intention behind the assignment.
• Definition and Interpretation : Any terms used within the deed that have specific meanings should be clearly defined in this section.
• Description of the Property or Rights : A detailed description of the property or rights being assigned. For intellectual property, this would include details like patent numbers, trademark registrations , or descriptions of the copyrighted material.
• Terms of Assignment : This should include the extent of the rights being transferred, any conditions or limitations on the assignment, and any obligations the assignor or assignee must fulfill as part of the agreement.
• Warranties and Representations : The assignor typically makes certain warranties regarding their ownership of the property and the absence of encumbrances or third-party claims against it.
• Governing Law : The deed should specify which jurisdiction's laws govern the interpretation and enforcement of the agreement.
• Execution and Witnesses : The deed must be signed by both parties, and depending on jurisdictional requirements, it may also need to be witnessed and possibly notarized.
• Schedules or Annexures : If there are detailed lists or descriptions (like a list of patent numbers or property descriptions), these are often attached as schedules to the main body of the deed.

Letter of Assignment (for Trademarks and Patents)

This is a less formal document compared to the Deed of Assignment and is often used to record the assignment of rights or licensing of intellectual property on a temporary or limited basis. While it can outline the terms of the assignment, it may not be sufficient for the full transfer of legal title of IP rights. It's more commonly used in situations like assigning the rights to use a copyrighted work or a trademark license.

For example, company X allows company Y to use their trademark for specific products in a specific country for a specific period.  

At the same time, company X can use a Letter of Assignment to transfer a trademark to someone. In this case, it will be similar to the Deed of Assignment. 

Intellectual Property Sales Agreement

An IP Sales Agreement is a detailed contract that stipulates the terms and conditions of the sale of intellectual property. It covers aspects such as the specific rights being sold, payment terms, warranties regarding the ownership and validity of the IP, and any limitations or conditions on the use of the IP. This document is essential in transactions involving the sale of IP assets.

However, clients usually prefer to keep this document confidential and prepare special deeds of assignment or letter of assignment for different countries.

IP Transfer Declaration

In the context of intellectual property, a Declaration is often used to assert ownership or the originality of an IP asset. For example, inventors may use declarations in patent applications to declare their invention is original, or authors may use it to assert copyright ownership. It's a formal statement, sometimes required by IP offices or courts.

When assigning a trademark, the Declaration can be a valid document to function as a proof of the transfer. For example, a director of company X declares that the company had sold its Intellectual Property to company Y. 

Merger Document

When companies or entities with significant IP assets merge, an IP Merger Document is used. This document outlines how the intellectual property owned by the merging entities will be combined or managed. It includes details about the transfer, integration, or handling of patents, copyrights, trademarks, and any other intellectual property affected by the merger.

In all these cases, the precise drafting of documents is critical to ensure that IP rights are adequately protected and transferred. Legal advice is often necessary to navigate the complexities of intellectual property laws.

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DEED OF ASSIGNMENT: EVERYTHING YOU NEED TO KNOW.

A Deed of Assignment refers to a legal document in which an assignor states his willingness to assign the ownership of his property to the assignee. The Deed of Assignment is required to effect a transfer of property and to show the legal right to possess it. It is always a subject of debate whether Deed of Assignment is a contract; a Deed of Assignment is actually a contract where the owner (the “assignor”) transfers ownership over certain property to another person (the “assignee”) by way of assignment. As a result of the assignment, the assignee steps into the shoes of the assignor and assumes all the rights and obligations pertaining to the property.

In Nigeria, a Deed of Assignment is one of the legal documents that transfer authentic legal ownership in a property. There are several other documents like a deed of gifts, Assent, etc. However, this article focuses on the deed of assignment.

It is the written proof of ownership that stipulates the kind of rights or interests being transferred to the buyer which is a legal interest.

Read Also: DIFFERENCE BETWEEN TRANSFER OF PROPERTY THROUGH WILLS AND DEED OF GIFT

CONTENTS OF A DEED OF ASSIGNMENT

Content of a Deed of Assignment matters a lot to the transaction and special skill is needed for a hitch-free transaction. The contents of a deed of assignment can be divided into 3 namely; the introductory part, the second (usually the operative part), and the concluding part.

• THE INTRODUCTORY PART: This part enumerates the preliminary matters such as the commencement date, parties in the transaction, and recitals. The parties mentioned in the deed must be legal persons which can consist of natural persons and entities with corporate personality, the name, address, and status of the parties must be included. The proper descriptions of the parties are the assignor (seller) and assignee (buyer). The Recitals give the material facts constituting the background to the current transaction in chronological order.
• THE SECOND PART (USUALLY THE OPERATIVE PART): This is the part where the interest or title in the property is actually transferred from the assignor to the assignee. It is more like the engine room of the deed of assignment. The operative part usually starts with testatum and it provides for other important clauses such as the consideration (price) of the property, the accepted receipt by the assignor, the description of the property, and the terms and conditions of the transaction.
• The testimonium : this shows that all the parties are involved in the execution of the deed.
• Execution : this means signing. The capacity of the parties (either individual, corporate bodies, illiterates) is of great essence in the mode of execution.  It is important to note that the type of parties involved determines how they will sign. Example 2 directors or a director/secretary will sign if a company is involved. In the same way, if an association, couple, individual, illiterate, family land (omonile), firm, unregistered association, etc. is involved the format of signature would be different.
• Attestation : this refers to the witnessing of the execution of the deed by witnesses.

For a Deed of Assignment to be effective, it must include a column for the Governor of the state or a representative of the Government where the property is, to sign/consent to the transaction. By virtue of Sec. 22 of the Land Use Act, and Sec. 10 Land Instrument Registration Law, the Governor must consent to the transaction.

Do you have any further questions? feel free to call Ibejulekkilawyer on 08034869295 or send a mail to [email protected] and we shall respond accordingly.

Disclaimer: The above is for information purposes only and should not be construed as legal advice. Ibejulekkilawyer.com (blog) shall not be liable to any person(s) for any damage or liability arising whatsoever following the reliance of the information contained herein. Consult us or your legal practitioner for legal advice.

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Transfer deed and deed of assignment

When the transfer relates to an assignment, it is called deed of assignment. It has the same effect and function as that of a transfer deed.

When an existing lease is assigned, irrespective of the years left for the lease to complete its term, the prescribed form under the Land Registration Rules 2003, viz. form TR1 is used. This form is also used for the transfer of a freehold title.

When the transfer is for an unregistered property, assignments of more than seven years have to endure a compulsory first registration. Form TR1 is used for this purpose. An alternative to this is using the deed of assignment. It is used in the case of assignments that are for seven years or less. The assignment of such leases however does not lead to first registration. However, in most cases Form TR1 is used.

Following are the points to be considered when drafting a deed for assignment. These points are in addition to the ones that apply in a transfer deed (the same points apply for both).

Covenants for title

When a seller sells his property with full or limited title guarantee, he has to ensure that all repair works related to the property are undertaken. He is in breach of this covenant when he has not carried out repair works and could also be liable to the buyer after completion. However, there also exists the principle of Caveat Emptor, thereby maintaining that the buyer should examine the physical state of the property. The seller need not make any promises in this regard.

As can be seen here, there is a conflict of interest in this regard. This can be modified by excluding references to the repair. A contractual condition of this type should be shown by an express modification of the covenants in the transfer deed. A suggested form of wording is as follows;

The covenants for title implied by s4 of the Law of Property (Miscellaneous Provisions) Act 1994 shall not be deemed to imply that any of the covenants contained in the lease on the part of the tenant for repair or decoration have been performed.

These wordings can be inserted in the space provided in Box no. 9 or in Box no.11

With respect to leases that were made before 1 st of January 1996, an indemnity covenant should be made. This is however not applicable in the case of an unregistered land where value is not provided by the buyer for the transaction. When the value is provided, the indemnity covenant can be inserted as a separate clause.

As for leases made after 1 st January 1996 the seller is usually released from future liability on assignment and hence need not sign an indemnity. He however, remains liable if an AGA has been signed, thereby causing an express indemnity covenant to be added in the deed. This is however not implied.

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Deed of Assignment and Transfer of Rights [Parts and Template]

A Deed of Assignment and Transfer of Rights is a legal document used when a person or a company who originally was a party to a contract (also known as the assignor or transferor) transfers his or its rights under the contract to another party (the assignee or transferee).

Accordingly, when the Deed of Assignment and Transfer of Rights has been drafted on the basis that in the original contract there is no prohibition to or restriction on assignment, and hence signed by both parties, it can be consequently assigned without the other contracting party’s consent.

In this article, I’ll try to dissect a sample Deed of Assignment and Transfer of Rights of a St. Peter Life Plan and provide descriptions of its fundamental elements or parts. As drafting a deed requires abundant caution, presence of mind, and knowledge of property and other allied laws, I highly advise that you seek help from experts and experienced in legal transactions.

Parts of a Deed of Assignment and Transfer of Rights

[1] Title of Deed . As implied above, deeds come in different forms and types. Check if the document and the first section displays the title – Deed of Assignment and Transfer of Rights. Conventionally, the first paragraph runs:

  KNOW ALL MEN BY THESE PRESENTS:

This deed, made and entered made and entered into this 13 rd day of January 2018 at the City of Manila, by and between:

[2] Parties Involved . A Deed of Assignment and Transfer of Rights must contain accurate information about the identities of the assigning and assigned parties. Other information such as age legality, citizenship, and postal address must be included, just as seen below:

Juan De la Cruz, Filipino citizen, of legal age, married to Josefina De la Cruz, and with residence and postal address at 123 Kasiglahan Street, Karangalan Village, Dela Paz, Pasig City, Philippines, hereinafter referred to as the “ASSIGNOR/TRANSFEROR”

Sebastian Maliksi, Filipino citizen, of legal age, single, and with residence and postal address at 456 Kasimanwa Street, Karangalan Village, Dela Paz, Pasig City, Philippines, hereinafter referred to as the “ASSIGNEE/TRANSFEREE”

[3] Contract Details . A Deed of Assignment and Transfer of Rights must contain a detailed description of the contract, hence in the context here – St. Peter Traditional Life Plan (St. Anne) contract and the Life Plan Agreement (LPA) Number:

WHEREAS, the ASSIGNOR/TRANSFEROR is the owner of life / memorial plan contract which is identified as St. Peter Traditional Life Plan (St. Anne), with Life Plan Agreement No. 123456;

[4] Contract Assignment and Transfer Agreement . As one of the most important and critical parts, this specifies the terms and conditions of the agreement. See sample below:

WHEREAS, for and in consideration of the value of the plan and out of accommodation and assistance for the ASSIGNEE/TRANSFEREE, the ASSIGNOR/TRANSFEROR is assigning and transferring all his/her rights and interests over the Life Plan mentioned in the immediately preceding paragraph to the ASSIGNEE/TRANSFEREE;

NOW, therefore for and in consideration of forgoing premises, the parties hereto have agreed on the following terms and conditions, to wit;

THE ASSIGNOR/TRANSFEROR, hereby waives all his / her rights and interests in the subject life plan in favor of the ASSIGNEE/TRANSFEREE. It is understood that when the Life Plan is assigned / availed of, then all obligations of St. Peter Life Plan, Inc. are fulfilled and discharged.

As a consequence of this assignment / transfer of rights, the ASSIGNEE/TRANSFEREE hereby assumes all the obligations and accountabilities of the ASSIGNOR/TRANSFEROR to St. Peter Life Plan, Inc. in connection with the life plan contract which it issued to the latter.

The ASSIGNEE/TRANSFEREE obligates and / or undertakes to comply with and abide by the requirements which St. Peter Life Plan Inc. may impose in connection with the purchase, possession, and use of the said Life Plan particularly the requirement that it should be fully paid before the memorial service could be availed of pursuant to the Life Plan.

[5] Execution . Once the Deed of Assignment and Transfer of Rights is drafted, the parties involved shall execute it by affixing their signatures. Other than the assigning and assigned parties, witnesses should also sign all the pages of the document. In addition, the deed shall be acknowledged and notarized by a legal practitioner.

IN WITNESS WHEREOF the parties have hereunto set their hands on the date and place first above written.

[  Assignor/Transferor]                           [Assignee/Transferee]

SIGNED IN THE PRESENCE OF:

[Witness]                                                    [Witness]

Disclaimer: Although much effort has been exerted in the creation of this article, the author disclaims any legal expertise and does not guarantee the accuracy and legitimacy of any or all of the information. Hence, it is advised that you consult with professionals such as insurance brokers and lawyers before engaging in legal transactions.    

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Assignment vs. conveyance.

Assignments and conveyances are both transfers of ownership interests in property, including real estate, intellectual property or personal property. You will often see conveyances used in real estate contracts, especially those involving deeds. You typically see assignments used in contracts involving personal property. You must legally document any transfer by assignment or conveyance.

Conveyance Defined

Conveyance refers to the transfer of ownership or interest in real estate or real property from one person or entity to another by a legally acceptable document. Acceptable documents include deeds, mortgages, leases and statements of conveyance. The latter is different from a deed or lease in that it is a much simpler document, usually only one page. You can also use a statement of conveyance to transfer intangible property — for example, a trademark or license — to someone else. You must have a conveyance acknowledged before a notary for it can to be legal.

Assignment Defined

An assignment is the transfer of a claim, right, interest or title to a property, especially personal property. In addition, an assignment refers to the actual document — also called the instrument — you use to record and make the transfer legal or the property you actually assign. When you sell a house, you're making an assignment of that property to the person buying it through that stack of paperwork that you sign at closing.

Assignment in Practice

You typically assign something — real estate, shares in a corporation, rights to the book you wrote — to a person, trust, corporation, limited liability company or charity. For example, if you invest in the stock market with options, your broker may require you to assign your shares to the brokerage firm. It does this in case it needs to sell your shares to satisfy the option agreement terms. Consult with an attorney to ensure that you properly structure the assignment and address any issues.

Conveyance Versus Assignment

Conveyance is a term used to describe what occurs in real estate and real property transactions. For example, when you buy a house, the seller conveys his ownership to you via a deed. In addition, you convey a security interest in your home to your lender via a mortgage. Assignment is a term that most use to cover non-real estate transactions or partial ownership interest. For example, if you donate stock in a company to a charity, you will sign a document assigning those shares to that charity.

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Tiffany C. Wright has been writing since 2007. She is a business owner, interim CEO and author of "Solving the Capital Equation: Financing Solutions for Small Businesses." Wright has helped companies obtain more than $31 million in financing. She holds a master's degree in finance and entrepreneurial management from the Wharton School of the University of Pennsylvania.

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Deed of Assignment vs Novation: A Comprehensive Guide

Home > Uncategorized > Deed of Assignment vs Novation: A Comprehensive Guide

• April 17, 2023

Deed of assignment and novation are two legal tools used to transfer contractual rights and obligations from one party to another. While both serve similar purposes, they differ in their implications and the extent of the transfer of rights and obligations. In this comprehensive guide, we will explore the key differences between the deeds of assignment and novation and provide insights into their respective uses.

Table of Contents

Deed of assignment and novation.

In the world of legal contracts, there are various tools available to transfer rights and obligations from one party to another. Two commonly used tools are deeds of assignment and novation. Both legal tools allow parties to transfer rights and obligations under a contract, but there are some differences between them.

A deed of assignment is a legal document that transfers the rights and obligations of one party to another party. It is often used in situations where one party wants to transfer its rights or obligations under a contract to another party without changing any other terms of the original contract. For example, if a homeowner wants to transfer their rights and obligations under a construction contract to a new contractor, they can use a deed of assignment to do so.

On the other hand, novation is a legal mechanism that allows parties to transfer both the rights and obligations of one party to another, and simultaneously replace one party in the original contract with a new party. In other words, novation replaces one party to the contract with another party, whereas a deed of assignment does not replace any party to the contract.

Novation is commonly used in situations where there is a change in ownership of a business or where a contractor wants to transfer its contractual obligations to a subcontractor. The novation process involves three parties: the original parties to the contract, the incoming party who will take over the obligations, and the outgoing party who will be released from their obligations.

In the following sections, we will delve deeper into the differences between the deeds of assignment and novation and explain how each legal tool works in practice.

Differences Between Deed of Assignment and Novation

When it comes to transferring rights and obligations under a contract, two legal tools commonly used are deeds of assignment and novation. Although both mechanisms involve the transfer of rights and obligations, they differ in various aspects, including the impact on the original contract and the consent required from the involved parties.

Rights and Obligations

Under a deed of assignment, the assignor transfers their rights and obligations to the assignee, but the original contract remains in force. In contrast, novation involves the creation of a new contract in which the original contract is extinguished, and a new contract is formed between the transferor, the transferee, and the obligor.

Original Contract

A deed of assignment does not affect the original contract between the assignor and the obligor, and the obligor must still perform their obligations to the assignee. In contrast, novation extinguishes the original contract, and the obligor’s obligations are owed to the transferee under the new contract.

New Contract or Deed

A deed of assignment does not require the creation of a new contract or deed, as the original contract remains in force. However, novation requires the creation of a new contract or deed, as the original contract is extinguished.

Consent Requirements

For a deed of assignment to be effective, the assignor must provide notice of the assignment to the obligor, but the obligor’s consent is not required. In contrast, novation requires the consent of all parties involved, including the transferor, the transferee, and the obligor.

It is crucial to understand the differences between a deed of assignment and a novation to choose the appropriate legal tool for transferring rights and obligations. Consider seeking legal advice before deciding which mechanism to use.

Novation in Detail

Novation is a legal process that transfers rights and obligations from one party to another. It differs from a deed of assignment in that it involves the substitution of a new party for an original party, rather than just the transfer of rights.

How a Novation Works

Novation requires the consent of all parties involved, including the new party that is taking on the rights and obligations. The process involves the following steps:

• Agreement: The parties involved must agree to the novation and the terms of the new arrangement.
• Documentation: A novation agreement must be drafted and signed by all parties involved.
• Communication: All relevant parties, such as banks or insurers, must be informed of the novation and give their consent.
• Implementation: The novation takes effect once all parties have signed the agreement and the necessary documentation has been completed.

Advantages and Disadvantages of Novation

There are several advantages to using novation in various situations, such as:

• It allows for the substitution of parties without the need for a new contract.
• It can simplify complex contractual arrangements.
• It can allow for a transfer of obligations to a party better equipped to fulfil them.

However, novation also has some potential drawbacks, such as:

• It requires the consent of all parties involved, which can be difficult to obtain.
• It can result in the loss of important rights or benefits for the original party.
• It can be more expensive and time-consuming than other legal tools.

Examples of Novation

Examples of novation include:

• When a new contractor takes over a construction project from the original contractor, assuming all the rights and obligations under the original contract.
• A subcontractor is working on a construction project for a main contractor. The subcontractor wants to assign the contract to another subcontractor due to financial difficulties. The main contractor agrees to novate the contract to the new subcontractor, who then takes over the subcontractor’s obligations and responsibilities.
• An engineering firm is contracted by a city to design and construct a new road. The engineering firm decides to sell the design and construction contract to another firm. The city agrees to novate the contract to the new firm so that the new firm can complete the project.
• A supplier has a contract with a contractor to supply building materials for a construction project. The supplier decides to sell the business to another company. The contractor agrees to novate the contract to the new company so that the new company can fulfil the supplier’s obligations under the contract.

Assignment in Detail

When a party to a contract transfers their rights and obligations to a third party, this is referred to as an assignment. The process of assignment is less complex than that of novation, as it does not require the formation of a new contract. Instead, a contract that already exists between two parties is simply transferred to a third party. Here are some details of the assignment:

How an Assignment Works

The process of assignment generally involves the following steps:

• The original parties to the contract must agree to the assignment.
• The assignor (the party transferring their rights and obligations) must provide written notice of the assignment to the other party.
• The assignee (the third party taking over the rights and obligations) must accept the assignment in writing.

Advantages and Disadvantages of Assignment

Like novation, assignment has its advantages and disadvantages. Some of the benefits of using assignment include:

• Flexibility: Assignment is a more flexible process than novation, as it doesn’t require the formation of a new contract.
• Simplicity: The process of assignment is less complex and less time-consuming than that of novation.

However, there are also some disadvantages to using assignment:

• No release from liability: Unlike novation, assignment does not release the assignor from their obligations under the original contract.
• Lack of control: The original party to the contract may be concerned about losing control over who they are dealing with if an assignment takes place.

Examples of Assignment

Here are some examples of assignments in the construction industry:

• A subcontractor assigns their right to receive payment for their work to a third party, such as a lender, to secure a loan.
• A contractor assigns their right to receive payment from the owner to a supplier or vendor to pay for materials or equipment used in the project.
• A developer assigns their right to receive payments from buyers of individual units in a development to a lender to secure financing for the project.
• A contractor assigns their right to receive payment from the owner to a joint venture partner to share the risk and reward of the project.
• An owner assigns their right to receive payments from a contractor to a surety to secure a performance bond for the project.

No Assignment Clauses in Construction Contracts

No assignment clauses are common in construction contracts and can have significant implications for both parties involved. These clauses prevent the transfer of rights or obligations to a third party without prior consent from the other party. In the context of construction contracts, the party with the most interest in such clauses is the Principal, who is usually the owner of the project.

Purpose of No Assignment Clauses

There are several reasons why Principals include no assignment clauses in construction contracts. These include:

• Maintaining control: By preventing the assignment of rights and obligations, the Principal maintains control over the project and ensures that all decisions and actions are made by the original contracting parties.
• Protecting interests: No assignment clauses can help protect the Principal’s interests by preventing the transfer of obligations to a third party who may not have the same level of expertise or resources as the original party.
• Avoiding conflicts: No assignment clauses can prevent conflicts that may arise from a change in the parties involved in the contract.

How to Negotiate a No Assignment Clause

If a Principal wishes to include a no assignment clause in a construction contract, they should be prepared to negotiate this with the other party. Here are some tips for negotiating a no assignment clause:

• Be clear about the reasons for the clause: The Principal should explain their reasons for including the no assignment clause and how it will benefit both parties.
• Consider exceptions: The Principal should consider including exceptions to the no assignment clause, such as allowing assignment with prior written consent or in the event of a sale of the business.
• Be reasonable: The Principal should ensure that the no assignment clause is reasonable and does not unfairly restrict the other party’s ability to conduct their business.
• Seek legal advice: Both parties should seek legal advice before finalising the contract to ensure that the no assignment clause is enforceable and does not contravene any laws or regulations.

No assignment clauses are an important consideration in construction contracts and should be negotiated carefully to protect the interests of all parties involved.

In conclusion, both deeds of assignment and novation are important legal tools that allow for the transfer of rights and obligations in a contract. However, they differ in terms of the impact on the original contract, the need for a new contract or deed, and the consent requirements of involved parties. It is important to carefully consider the specific circumstances and objectives of the parties involved before choosing the appropriate legal tool.

In the case of construction contracts, no assignment clauses play a crucial role in protecting the interests of Principals. They ensure that the Principal has control over who performs the works and avoids having to work with an unknown or untested contractor. Principals must understand the purpose of no assignment clauses and negotiate them carefully to ensure that their interests are protected.

Ultimately, seeking legal advice is recommended when deciding which legal tool to use or negotiating the terms of a contract. A lawyer can provide guidance on the best course of action and ensure that the parties involved are aware of their rights and obligations.

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Deed of Assignment v Deed of Novation - When and how to use them

Updated: Aug 26, 2023

Regarding the transfer of rights and obligations within a contract, two frequently employed legal methods are deeds of assignment novation. Even though both approaches encompass the transfer of rights and responsibilities, they contrast in several ways, such as their effects on the original contract and the requirement of the necessary consent by the parties involved.

Rights and Obligations

In the context of a deed of assignment, the assignor transfers its rights and responsibilities to the assignee, while the initial contract remains valid. Conversely, novation entails establishing a fresh agreement that replaces the original one, forming a new agreement involving the transferor, transferee, and obligor.

Requirement of Consent

To ensure the validity of an assignment deed, the assignor needs to notify the obligor about the assignment, although the obligor’s consent isn't necessary. Conversely, novation demands agreement from all parties—transferor, transferee, and obligor.

Novation in detail

How it works

Novation mandates the approval of every party engaged, including the fresh entrant adopting the responsibilities and rights. The procedure encompasses these stages:

Agreement: All involved parties need to reach a consensus on the novation's terms and the new setup.

Paperwork: A novation agreement needs preparation and endorsement from all parties concerned.

Notification/approvals: All pertinent entities, such as financial institutions or insurers, must be informed of the novation and provide their consent/approval.

Execution: The novation becomes operational once all parties have inked the agreement and the requisite paperwork is finalized.

Novation in action:

· When a fresh contractor assumes control of a construction venture from the original contractor, taking on all the rights and duties specified in the initial agreement.

· In the context of a construction project, if a subcontractor, grappling with financial issues, intends to transfer their responsibilities to another subcontractor, the primary contractor can agree to novate the contract. This process allows the new subcontractor to inherit the obligations and commitments of the original subcontractor.

· An engineering company, commissioned by a municipality to design and build a new road, decides to sell the design and construction contract to another firm. The municipality approves a novation, permitting the new firm to take over the contract and conclude the project

· If a supplier holding a contract with a contractor to deliver construction materials opts to sell their business to another entity, the contractor can consent to a novation. This facilitates the transition of the contract to the new company, ensuring the new entity fulfills the supplier's duties as stipulated in the contract.

Assignment in detail

How an assignment works

The typical procedure for assignment includes these stages:

The initial contracting parties need to reach a consensus on the assignment.

The assignor (the entity transferring rights and obligations) is required to formally inform the other party in writing about the assignment.(typically)

The assignee (the new party assuming rights and obligations) must acknowledge the assignment in written form. (again, typically)

Assignment in action

· A subcontractor transfers their entitlement to payment for their services to a third party, often a lender, as collateral for a loan.

· A contractor delegates their right to receive payment from the project owner to a supplier or vendor, aiming to settle expenses for materials or equipment utilized in the undertaking.

· A property developer relinquishes their right to collect payments from buyers of individual units within a development to a lender, thereby obtaining financing for the venture.

· A contractor relinquishes their right to receive payment from the owner and assigns it to a joint venture partner, distributing the risk and reward of the project.

Grasping the distinctions between assignment deeds and novation is vital for selecting the right method of transferring rights and responsibilities. Prior to making a decision, it's advisable to consult legal experts for guidance on which approach to adopt.

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If you need help in further understanding the distinction between assignment and novation, or require some assistance in transferring certain rights and obligations, feel free to contact us to schedule a complementary consultation.

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Home Real Estate Quitclaim Deed Pennsylvania Requirements

Pennsylvania Quitclaim Deed Requirements

Published April 3, 2024 Written by Yassin Qanbar | Reviewed by Susan Chai, Esq.

A Pennsylvania quitclaim deed offers a warranty-free transfer of property that does not promise to remove liens, encumbrances, or other challenges with the property title.

It is frequently used for property transfers between family members and can also be used to make basic changes to a title, including correcting problems with the title or adding or subtracting a spouse from it due to marriage or divorce.

Legal Framework

Validity requirements, content requirements, quitclaim deeds vs. other property transfer methods.

Penn. Stat. § 21  lays out the requirements for quitclaim deeds. 

Signing Requirements

Penn. Stat § 21.10  notes that a quitclaim deed must have the grantor’s signature and validation by a notary. It does not have to contain a signature from the grantee or signatures from witnesses other than the notary.

Recording Requirements

Quitclaim deeds should be filed at the  Recorder of Deeds  Office in the county where the property is located. Each county in Pennsylvania can assign its own fees and may have its own rules for filing the deed, so the grantor and grantee should consult their local office before moving forward with a quitclaim deed. 

Transfer Tax

Pennsylvania assigns a  1% transfer tax  to real estate transactions. Some exemptions apply. 

Additional Documents

Submit a  Certificate of Residence form  with the quitclaim deed. Philadelphia County residents must also submit a Real Estate Transfer Tax Certification Form ( Form 82-127 ). 

To create a valid quitclaim deed, ensure it adheres to the requirements laid out by the individual county. Each county has the right to set its own requirements; however, most adhere to the same standards, including:

• Standard or legal sized paper (8 1/2 x 11 inches or 8 1/2 x 14 inches)
• Clear and legible text, including minimum 10-point font
• Dark blue or black ink that will allow for easy and clear copying
• A top margin of at least 3 inches on the first page of the document
• 1-inch margins around all sides of the page
• A title identifying the type of deed

Pennsylvania also notes the deed must be the original copy [ 1 ], and the document’s acknowledgment date cannot precede the date on the document itself. 

A valid quitclaim deed needs to include all essential information related to the property transfer. Using a quitclaim deed template  explicitly created for Pennsylvania will help ensure the form contains all relevant information. 

• The name and address of the grantor (the current owner of the property)
• The name and address of the grantee (the new owner of the property)
• A granting clause, specifically required by  Penn. Stat. § 21:4 , that grants ownership and rights of the property to the new owner
• The consideration, or payment, exchanged for the property, if any; or, a specific note that the property was gifted without consideration
• The legal description of the property, which should include a metes-and-bounds description or other references, not just the address of the property
• The Uniform Parcel Identifier for the property, used for tax purposes
• The name and address of the party that prepared the deed

In addition,  Penn. Stat. § 52.1406.41  requires specific information for deeds that transfer the surface rights to land in a county with bituminous coal that is taxed separately.

Those deeds must include either the current owner’s certification about whether buildings on the property are entitled to support from the coal beneath it or a statement from the grantee noting that they know they may not have the right to protection against damage caused by coal mining. 

The biggest difference between a quitclaim deed and other property transfer methods in Pennsylvania is the lack of a warranty of title on the quitclaim deed. A quitclaim deed specifically conveys that property is without any warranty against title defects, including loans and encumbrances, and should not contain any language that implies those protections.

Furthermore, the quitclaim deed is intended to transfer the current owner’s interest in the property rather than acting specifically as a transfer of the property itself. Determining the right type of deed for a given situation is critical to protecting the grantee’s rights.

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Deed of Assignment and the Notice of Assignment -What is the Difference?

In this article, Richard Gray barrister takes a brief look at the differences between a Deed of Assignment and a Notice of Assignment and the effect of the assignment on the contracting party

At the end of 2020, Elysium Law were instructed to act for a significant number of clients in relation to claims made by a company known as Felicitas Solutions Ltd (an Isle of Man Company) for recovery of loans which had been assigned out of various trust companies following loan planning entered into by various employees/contractors.

Following our detailed response, as to which please see the article on our website written by my colleague Ruby Keeler-Williams , the threatened litigation by way of debt claims seem to disappear. It is important to note that the original loans had been assigned by various Trustees to Felicitas, by reason of which, Felicitas stood in the shoes of the original creditor, which allowed the threatened action to be pursued.

After a period of inertia, Our Clients, as well as others, have been served with demand letters by a new assignee known as West 28 th Street Ltd . Accompanying the demand letters is a Notice of Assignment, by reason of which the Assignee has informed the alleged debtor of the Assignees right to enforce the debt.

Following two conferences we held last week and a number of phone call enquiries which we have received, we have been asked to comment upon the purport and effect of the Notice of Assignment, which the alleged debtors have received. Questions such as what does this mean (relating to the content) but more importantly is the ‘Notice’ valid?

Here I want to look briefly at the differences between the two documents.

There is no need for payment to make the assignment valid and therefore it is normally created by Deed.

 The creation of a legal assignment is governed by Section 136 of the Law of Property Act 1925:

136 Legal assignments of things in action.

(1)Any absolute assignment by writing under the hand of the assignor (not purporting to be by way of charge only) of any debt or other legal thing in action, of which express notice in writing has been given to the debtor, trustee or other person from whom the assignor would have been entitled to claim such debt or thing in action, is effectual in law (subject to equities having priority over the right of the assignee) to pass and transfer from the date of such notice—

(a) the legal right to such debt or thing in action;

(b) all legal and other remedies for the same; and

(c) the power to give a good discharge for the same without the concurrence of the assignor:

Some of the basic requirements for a legal assignment are;

• The assignment must not be subject to conditions.
• The rights to be assigned must not relate to only part of a debt, or other legal chose in action.
• The assignment must be in writing and signed by the assignor.
• The other party or parties to the agreement must be given notice of the assignment.

Notice of assignment

To create a legal assignment, section 136 requires that express notice in writing of the assignment must be given to the other contracting party (the debtor).

Notice must be in writing

Section 136 of the LPA 1925 requires “express notice in writing” to be given to the other original contracting party (or parties).

 Must the notice take any particular form?

The short answer is no. Other than the requirement that it is in writing, there is no prescribed form for the notice of assignment or its contents. However, common sense suggests that the notice must clearly identify the agreement concerned.

Can we  challenge the Notice?

No. You can challenge the validity of the assignment assignment by ‘attacking the Deed, which must conform with Section 136. In this specific case, the Notice sent by West 28 th Street in itself is valid. Clearly, any claims made must be effected by a compliant Deed and it is that which will require detailed consideration before any right to claim under the alleged debt is considered.

Can I demand sight of the assignment agreement

On receiving a notice of assignment, you may seek to satisfy yourself that the assignment has in fact taken place. The Court of Appeal has confirmed that this is a valid concern, but that does not give an automatic right to require sight of the assignment agreement.

In Van Lynn Developments Limited v Pelias Construction Co [1969]1QB 607  Lord  Denning said:

“After receiving the notice, the debtor will be entitled, of course, to require a sight of the assignment so as to be satisfied that it is valid…”

The Court of Appeal subsequently confirmed this  stating the contracting party is entitled to satisfy itself that a valid absolute assignment has taken place, so that it can be confident the assignee can give it a good discharge of its obligations

The important document is the Deed of Assignment, which sets out the rights assigned by the Assignor. The Notice of Assignment is simply a communication that there has been an assignment. The deed is governed by Section 136 of the LP 1925. It should be possible to obtain a copy of the Deed prior to any action taken in respect of it.

For more information on the claims by West 28 th Street or if advice is needed on the drafting of a Deed, then please call us on 0151-328-1968 or visit www.elysium-law.com .

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What is Deed of Assignment for Flat?

A Deed of Assignment for flat is a very important document in the process of transfer of flat property ownership. This document legally transfers ownership from the assignor to the assignee. But what exactly is an assignor and assignee, and what are the important points to include in a deed of assignment?

Important Points

Meaning of Assignor and Assignee

An assignor is a person who currently owns the flat property and is transferring its ownership to another person. The assignee is the person who is receiving the flat property ownership. The deed of assignment for flat is the document that legally transfers property ownership from the assignor to the assignee.

Meaning of Deed of Assignment for flat

The Deed of Assignment for flat is a legal instrument that formalizes the transfer of flat property ownership from the Assignor (owner)  to the Assignee (purchaser). The document acts as evidence of the transfer of flat property ownership and is used to protect the rights and interests of both parties.

Some Key Points in the Deed of Assignment

When creating a deed of assignment for flat, it is important to include several key points to ensure that the transfer of flat ownership is legally binding and properly documented. Here are some examples of important points to include:

Description of the flat/property

The deed of assignment for flat should include a detailed description of the property being transferred. This can include information such as the address, size, and any unique features of the property.

Flat/Property construction details

It is also important to include information about the construction of the flat property, such as the name of the constructor and details about the plan approval, commencement and completion certificates, etc.

Information of the Society

The deed of assignment for flat should include information about the society, like, the society name, and its registration number. 

Prior transaction history of the property

The deed of assignment for flat should include information about any prior transactions that happened on the flat property. This can include information about how the existing owner has received the ownership and all the references about previous transactions.

Consideration amount and payment details

The deed of assignment for flat should include information about the consideration amount (i.e. the amount of money being paid for the property), the mode of payment, and any details about the payment schedule.

Acknowledgment of payment

The Deed of Assignment for flat should also include a clause where the Assignor gives an acknowledgment that he/she has received the agreed consideration amount from the Assignee. This will help in avoiding any disputes in the future regarding the payment made for the property. It is essential to ensure that the consideration amount has been received in full and that the Assignor has no further claims to the property.

Assurances and indemnification by the assignor

One of the most critical aspects of a Deed of Assignment for flat is the assurances and indemnification provided by the Assignor to the Assignee. The Assignor must assure the Assignee that the property being transferred is free from any encumbrances or legal issues. The Assignor’s assurance declares that the property is not subject to any liens, leases, mortgages, or other agreements that may impact the transfer of the property. Moreover, the Assignor must confirm that the property is not the subject of any court litigation, and they hold the title of the property free and clear. This assurance guarantees that the property being transferred has a clean title, and there are no legal disputes attached to it.

Assurance of no payment dues

The Assignor must assure the Assignee that there are no outstanding dues or pending payments towards any electricity charges, piped gas connection charges, Society maintenance charges, property taxes, and other charges, all taxes and dues in the respect of the property as of the date of execution of the Deed of Assignment for flat. The Assignor should further declare that in case any dues or taxes remain unpaid till the date of execution of the Deed, he/she will pay the same without any objection or dispute.

Assignor’s promise to co-operate with assignee

The assignor should promise to co-operate with the assignee in the future if any documents need to be signed or if any other actions are required to transfer ownership of the flat property. For example – cooperation for enrolling the Assignee’s name as owners of the property in all Government records, society records, Property Tax & M.S.E.B., etc. as & when be required.

Governing law in case of any dispute

The deed of assignment for flat should specify the governing law that will be used in case of any disputes between the assignor and the assignee.

Execution in the presence of witnesses

Finally, the deed of assignment for flat should be signed (executed) by both the Assignor and the Assignee in the presence of witnesses. This ensures that the transfer of ownership is legally binding.

Registration and Stamp Duty

After the Deed of Assignment for flat has been signed by both the parties (assignor and assignee), it must be registered in the sub-registration office. In Maharashtra, the stamp duty for registration is calculated based on the consideration price or the government valuation of the property, whichever is higher. This is an important step to ensure that the transfer of ownership is legally recognized and that the rights and interests of both parties are protected. Proper registration of the Deed of Assignment will also prevent any future disputes or legal complications.

The deed of assignment for flat plays a vital role in transferring the ownership of a property. The document is a legally binding agreement that protects the interests of both the Assignor and the Assignee. It is important to include the above-mentioned important points. Additionally, registering the deed of assignment in the sub-registration office and paying the applicable stamp duty is mandatory.

Assignment vs Novation: Everything You Need to Know

Assignment vs. novation: What's the difference? An assignment agreement transfers one party's rights and obligations under a contract to another party. 4 min read updated on February 01, 2023

Assignment vs. novation: What's the difference? An assignment agreement transfers one party's rights and obligations under a contract to another party. The party transferring their rights and duties is the assignor; the party receiving them is the assignee. Novation is a mechanism where one party transfers all its obligations and rights under a contract to a third party, with the consent of the original counterparty.

The transfer of a benefit or interest from one party to another is referred to as an assignment. While the benefits can be transferred, the obligation or burden behind the contract cannot be. A contract assignment occurs when a party assigns their contractual rights to a third party. The benefit that the issuing party would have received from the contract is now assigned to the third party. The party appointing their rights is referred to as the assignor, while the party obtaining the rights is the assignee. 

The assignor continues to carry the burden and can be held liable by the assignee for failing to fulfill their duties under the contract. Purchasing an indemnity clause from the assignee may help protect the assignor from a future liability. Unlike notation, assignment contracts do not annul the initial agreement and do not establish a new agreement. The original or initial contract continues to be enforced. 

Assignment contracts generally do not require the authorization from all parties in the agreement. Based on the terms, the assignor will most likely only need to notify the nonassigning party.

In regards to a contract being assignable, if an agreement seems silent or unclear, courts have decided that the contract is typically assignable. However, this does not apply to personal service contracts where consent is mandatory. The Supreme Court of Canada , or SCC, has determined that a personal service contract must be created for the original parties based on the special characteristics, skills, or confidences that are uniquely displayed between them. Many times, the courts need to intervene to determine whether an agreement is indeed a personal service contract.

Overall, assignment is more convenient for the assignor than novation. The assignor is not required to ask for approval from a third party in order to assign their interest in an agreement to the assignee. The assignor should be aware of the potential liability risk if the assignee doesn't perform their duties as stated in the assigned contract.

Novation has the potential to limit future liabilities to an assignor, but it also is usually more burdensome for the parties involved. Additionally, it's not always achievable if a third party refuses to give consent.

It's essential for the two parties in an agreement to appraise their relationship before transitioning to novation. An assignment is preferential for parties that would like to continue performing their obligations, but also transition some of their rights to another party.

A novation occurs when a party would like to transfer both the benefits and the burden within a contract to another party. Similar to assignment, the benefits are transferred, but unlike assignment, the burden is also transferred. When a novation is completed, the original contract is deleted and is replaced with a new one. In this new contract, a third party is now responsible for the obligations and rights. Generally, novation does not cancel any past obligations or rights under the initial contract, although it is possible to novate these as well.

Novation needs to be approved by both parties of the original contract and the new joining third party. Some amount of consideration must also be provided in the new contract in order for it to be novated, unless the novation is cited in a deed that is signed by all parties to the contract. In this situation, consideration is referring to something of value that is being gained through the contract.

Novation occurs when the purchaser to the original agreement is attempting to replace the seller of an original contract. Once novated, the original seller is released from any obligation under the initial contract. The SCC has established a three-point test to implement novation. The asserting party must prove:

• The purchaser accepts complete liability
• The creditor to the original contract accepts the purchaser as the official debtor, and not simply as a guarantor or agent of the seller
• The creditor to the original contract accepts the new contract as the replacement for the old one

Also, the SSC insisted that if a new agreement doesn't exist, the court would not find novation unless the precedence was unusually compelling.

If you need help determining if assignment vs. novation is best for you, you can  post your job  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.

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Content Approved by UpCounsel

• Contract Transfer
• Novation Agreement
• What is Novation of Contract
• Novation of Contract
• Contract Novation Letter
• Deed of Novation
• Contract Novation
• Loan Novation Agreement
• Assignment of Rights Example
• Contract Novation Agreement

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Tanny   --> 12 December 2016

Sale deed versus deed of assignment

While buying a resale property in a co-operative housing society, I have differing opinion on whether a "sale deed" is appropriate of a "deed of assignment" is appropriate. I consulted several people from legal profession and opinion seems to be divided with some saying Sale Deed is mandatory, some saying Deed of Assignment is ok and some even suggesting rather absurdly - "you tell us what you want and we will do that for you".

My question is - I am looking for specific guidance of whether I register my agreement with a Sale Deed or with a Deed of Assignment. Please can you guide.

 10 Replies

Ms.Usha Kapoor (CEO)     --> 13 December 2016

First draft  asale deed and thendraft  adeed of Assignment and register both of them.If you appreciate this answer please give me all my profile likes.

Kishor Mehta (CEO)     --> 13 December 2016

Kumar Doab (FIN)     --> 13 December 2016

Agreed with Mr. Kishore Mehta.

Rama chary Rachakonda (Secunderabad/Highcourt practice watsapp no.9989324294 )     --> 13 December 2016

In real property transactions, a  deed of assignment  is a legal document that transfers the interest of the owner of that interest to the person to whom it is assigned, the assignee. When ownership is transferred, the  deed of assignment  shows the new legal owner of the property.

An "absolute sale" deed is defined by having no conditions attached to the sale except the buyer's payment of the purchase price. When the seller signs and delivers the absolute sale deed, this is generally recognized by law as the moment of sale.

Tanny   --> 13 December 2016

Thank you for explaining the difference between a Sale Deed and a Deed of Assignment. However could you explain in my case which is the one I would go for?

rajeev sharma (Advocate Ex senior manager law )     --> 13 December 2016

please ask reseller what document the builder has executed in his favi\our .if it is sale deed then dont compromise get sale deed executed in your favour

even the seller has a deed of assignment from his previous purchase. In that case will a sale deed or a deed of assignment be appropriate?

Adv. K.S.A.Narasimha Rao ([email protected] )     --> 13 December 2016

Dear Tanny,

Basing on the rights possessed by your prospective seller, the nominclature of the document depends on.

If your Prospective Seller is having only right of possession in respect of the property, then he can only make a deed of Assignment. But if your Seller is having absolute powers to sell the flat, then you can use nominclature as "Sale Deed".

Kindly clarufy if the deed of assignment be cancelled by assignor.

Aseem Koradia   --> 15 December 2016

The name of document is immaterial. The content of the document will remain the same. interpretation will be from the content of the document.

Aseem Koradia

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