Assignment

Definition

Assignment is the transfer of contractual rights (and sometimes the whole position) to a third party. Contracts often restrict assignment, requiring the other party's consent so they are not landed with an unknown counterparty. Dutch law distinguishes the assignment of a claim (cessie) under article 3:94 from the transfer of an entire contractual position (contractsoverneming) under article 6:159, which needs the other party's cooperation.

Example

A supplier wishes to assign its right to receive payment to a factoring company; the contract requires the customer's prior written consent.

Why this is a business risk

Unexpected assignment can expose a business to dealing with an unknown third party. A supplier that assigns its receivables to a factor means you now owe money to a financial institution, not your commercial partner. Equally, a prohibition on assignment without consent can block a corporate restructuring if contracts are not reviewed in advance.

How to manage it

• Include a no-assignment clause if you need to control who your contractual counterparty is; include a carve-out for intra-group transfers if relevant.
• Before a corporate restructuring, audit contracts for assignment restrictions so you can seek consents or restructure around restrictions in advance.
• If you are assigning rights, notify the counterparty promptly and in the correct form required by the contract.

Legal references

• BW 3:94 Dutch Civil Code: assignment of claims Dutch law
• BW 6:159 Dutch Civil Code: transfer of contract Dutch law

Unless marked otherwise, references are to Dutch law (Burgerlijk Wetboek, the Dutch Civil Code); EU instruments such as the GDPR apply across the EU. This is general information, not legal advice. Other jurisdictions treat these concepts differently. Verify the current text and your situation with a qualified lawyer.