assignment of contract nz

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What is the Difference Between Assignment and Novation?

Assignment of contracts is a fairly common practice in the business world.  

In an assignment, the person assigning the contract - the "Assignor" - assigns the benefits of the contract the Assignor holds to a new person (the "Assignee") who takes the benefit of that contract "the Assignee". Some contracts may expressly prohibit assignment and some contracts provide that a contract may not be assigned without the consent of the other party. If a contract has no provision relating to assignment, then the general rule is that it may be assigned, with a few exceptions. 1

Usually, a contractual party will want to ensure that if a contract is assigned, then the Assignee has sufficient skill and financial backing to continue to perform the contract and, if this is the case, it is important to make sure an assignment provision in a contract takes account of that so consent can be withheld if an Assignee does not fulfil those criteria.

Critically, in an assignment, the general law states that the Assignee takes the benefit but not the burden of the contract.  

This means that if the Assignee does not perform the contract, the Assignor remains liable. This can sometimes leave the other contractual party with a remedy if the Assignee is insolvent and does not perform. 2  However, as noted earlier, the best way of dealing with an assignment request is to complete due diligence on the Assignee, since it may be that if you later need to make a demand on the Assignor (particularly if they are a company), the Assignor may no longer be able to meet that demand under the assigned contract if the Asignee fails to perform it. For example, a company selling its business to an Assignee may liquidate following the sale (after paying all creditors at that time and returning a final dividend to shareholders), which makes it very difficult to make any later claim against it if the Assignee does not perform the contract.

An assignment is fundamentally different from a novation. In a novation, a new contract is entered into between the new party (the "Novatee") and the other continuing contracting party/parties and the original party (the "Novator") is released from all of their obligations (usually from the date the novation takes effect). For this reason, a novation poses a greater risk to the continuing contract party or parties than an assignment since they have no recourse against the Novator if the Novatee fails to perform the contract. If someone makes a request to you for novation, you should treat the request very seriously. You should consider obtaining consideration for the consent or some form of guarantee and will need to complete very rigorous due diligence on the new party to make sure they can perform the contract. You should also check when you enter into a new contract with anyone that the contract does not allow the other party to novate the contract, particularly without your consent and a rigorous agreed process in place for that consent to allow you to assure yourself the party that takes novation can perform the contract.

Assignment and novation can be a tricky area of law. As always, if you have an issue with assignment or novation or encounter an unusual clause in a new contract concerning assignment or novation, you should take legal advice – we are happy to help!

For any enquiries contact:

Andrew Knight on (09) 306 6730 ( [email protected] )

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1    Exceptions include "personal" contracts where the particular skill, identity or characteristics of a party are fundamental to the contract. Bare rights of litigation are also not assignable.

2     Note that Section 241 of the Property Law Act 2007 has special provisions in respect of leases that make assignors liable for payment of rent and obligation under the lease, but not for increased obligations the assignee and landlord might agree to on a variation of lease unless the lease provided for that variation.

© McVeagh Fleming 2020

This article is published for general information purposes only.  Legal content in this article is necessarily of a general nature and should not be relied upon as legal advice.  If you require specific legal advice in respect of any legal issue, you should always engage a lawyer to provide that advice.

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assignment of contract nz

Harkness Henry Lawyers

  • 28 August 2017

Be Careful When Transferring Contracts

A number of circumstance may give rise to you wanting to transfer a contract. for instance, you may have sold your business and you want to transfer your customer contracts or purchase contracts to the purchaser of the business..

assignment of contract nz

Two common methods to achieve this are by assignment or by novation.

Each method has different consequences. It is therefore important to understand the differences when deciding which method best suits your needs before signing any document which transfers an interest in a contract.

An assignment is where a party (the “assignor”) assigns its rights under a contract to a third party (the “assignee”). The assignee may enforce its rights against the other original party to the contract. Assignments are frequently used to transfer the benefit of warranties to a third party (for example, building warranties).

In general, it is not possible to assign obligations under a contract to a third party. The reasoning behind this is that a party cannot unilaterally relieve itself of liability under the contract unless that other party agrees to this. In contrast, a party is generally permitted to assign its rights under a contract without the consent of the other party unless the contract provides otherwise. For example, a person can assign his or her right to payment for goods or services but not the obligation to provide those goods or services.  Similarly, a person can assign a right to be supplied with goods and services but not the obligation to pay for them.  The effect of this is that even after a contract has been assigned, the party whose rights are assigned continues to be responsible for the performance of the obligations that party owes to the other original party under the contract.

A novation is where an original party to a contract is replaced by a third party and all the rights and obligations of that original party (“outgoing party”) are transferred to the new party. The outgoing party ceases to be a party to the contract.  Unlike an assignment, a novation requires all parties to agree to the new party replacing the outgoing party and to the outgoing party being released from liability for the future performance of its obligations under the contract.  The remaining original party is only able to enforce the contract against the new party.  This means the original contract is not transferred as such but a new contract effectively comes into existence.

The Supreme Court’s decision in the case of  Savvy Vineyards 3552 Limited v Karaka Estate Limited  highlights the importance of the distinction between assignments and novations.

Karaka Estate owned vineyards and entered agreements with Goldridge Estate Limited pursuant to which Goldridge would manage the vineyards and Karaka would supply grapes to Goldridge (“the agreements”).  Under the agreements, either party was permitted to terminate them if the other party was placed in liquidation.

Goldridge intended to transfer its interest in the agreements to Savvy Vineyards and sent documents titled “Deeds of Assignment” which were already signed by Goldridge and Savvy Vineyards, to Karaka Estate for signing. The Deeds provided that Goldridge would be substituted by Savvy Vineyards in the agreements.  The Deeds of Assignment were never signed or returned by Karaka.

After Savvy Vineyards commenced carrying out the management work, Goldridge was placed in liquidation and, in reliance on this, Karaka Estate terminated the agreements.  The Supreme Court was required to determine whether the termination of the agreements by Karaka Estate was valid. Accordingly, the crucial issue was whether the transfer was carried out by way of novation or assignment.

If the transfer was by way of assignment, then Goldridge would still be a party to the agreements and Karaka would be entitled to terminate the agreements following the liquidation of Goldridge.

However, Savvy Vineyards argued that the transfer was by way of novation because Goldridge was substituted by Savvy Vineyards and was no longer a party to the agreements which meant that Karaka would not be entitled to terminate the agreements.

The majority of the Supreme Court held that the transfer was by way of novation and that the novation was effective despite Karaka not having signed the “Deeds of Assignment”. This meant that Goldridge was no longer a party to the agreements and Karaka did not have the right to terminate them.

The Court found that the name or title of the document transferring a contract is not conclusive proof of the method used to carry out such a transfer. The intentions inferred from the terms of the original contract, the document transferring the original contract, the surrounding circumstances and the conduct of the parties should also be taken into account when determining whether a transfer is by way of novation or assignment.

Concluding Comments

The method of transfer you choose will depend on the outcome you are trying to achieve and your particular circumstances.

If you intend that a new party is to take over the rights and the obligations under a contract, then it is best to transfer the contract by way of novation because this will result in both the rights and obligations being transferred to the new party and the outgoing party’s liability will come to an end. Further, the new party is not vulnerable to the actions of the outgoing party before and after a novation (such as the risk of termination of the agreement as highlighted in the  Savvy Vineyards  case).

However, a novation may not always be appropriate, practical or feasible. We can assist you to determine which method of transfer is available to best meet your needs.  It is crucial to obtain legal advice from us before signing a document which transfers a contract to check that it actually achieves your desired outcome.

This article is current as at the date of publication and is only intended to provide general comments about the law. Harkness Henry accepts no responsibility for reliance by any person or organisation on the content of the article. Please contact the author of the article if you require specific advice about how the law applies to you.

For further information

Jake Casey - Harkness Henry Managing Partner

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This range of New Zealand novation agreements change the obligations and terms of a contract to another individual or party.

terminate a credit contract

How to terminate a nz loan contract, credit sale (hire purchase agreement) or other consumer credit contract, introduction.

If you change your mind about a New Zealand consumer credit contract (such as a loan contract or a hire-purchase agreement), or later discover that you will not be able to afford the payments, you may be able to modify or get out of the contract, in one of the following ways:

  • The law allows you a three-day "cooling off" period after you sign the contract to change your mind and cancel the contract.
  • You may be able to get out of the contract if the lender hasn't provided you with all the information that the law requires.
  • You may be able to get out of the contract if the contract or the lender's conduct is oppressive.
  • You may be entitled to have the contract amended if something unforeseen has caused you hardship.

The laws that protect people who enter into consumer credit contracts are contained in the Credit Contracts and Consumer Finance Act 2003 , which came into force on 1 April 2005. This Act simplifies the law by replacing both the Credit Contracts Act 1981 and the Hire Purchase Act 1971, and strengthens some of the protections for consumers. (Hire-purchase is now called a "credit sale" under the Act.)

That Act also contains special protections for consumers to do with home "buy back" schemes; these protections came into force in October 2003. See How to be protected against home "buy back" schemes.

What is a "consumer credit contract"?

In general, the protections in the Credit Contracts and Consumer Finance Act 2003 apply to consumer loans, hire-purchase agreements (credit sales) and other consumer credit contracts.

A "consumer credit contract" is defined as a contract where all of the following conditions exist:

  • you, the borrower, are an individual (as opposed to a company or other body), and
  • you've entered into the contract mainly for personal, domestic or household purposes (as opposed to business purposes), and
  • interest charges or credit fees are, or may be, payable under the contract, or a security interest (for example, over your car) is, or may be, taken under the contract, and
  • giving credit is part of the lender's business, or the lender makes a practice of giving credit on behalf of someone else, or the contract came about because a paid adviser or broker introduced you to the lender

These rules mean that a lender doesn't have to comply with the 2003 Act if, for example, the borrower is a small company, or the money is borrowed for business purposes. In cases where it's unclear to the lender whether the loan is for business purposes, the lender can ask the borrower to sign a declaration that it is for business purposes; if the borrower does so, the contract isn't covered by the Act and the lender doesn't have to comply with it.

These rules also mean that interest-free contracts can sometimes be covered by the Act. For example, a secured loan can be covered by the Act even if no interest is payable.

There is no maximum amount for a consumer credit contract. A contract will be covered by the 2003 Act if it satisfies the four conditions above, regardless of how much money is involved.

The "cooling off" period: The right to cancel the contract

The Credit Contracts and Consumer Finance Act 2003 provides consumers with a period in which they can change their minds and cancel a consumer credit contract, as follows:

  • In the case of a loan, you have three working days after the initial signing of the contract to cancel it. You must do this in writing, and you must return all the money borrowed to the lender.
  • In the case of a credit sale (hire-purchase) where you haven't yet taken the goods home, you have three working days after the initial signing of the contract to cancel it, by notice in writing.
  • In the case of a credit sale (hire-purchase) where you have taken the goods home, you must give a written cancellation notice within three working days after the initial signing of the contract and pay the cash price of the goods within 15 working days of the initial signing. In other words, you can cancel the credit part of the arrangement, but not the agreement to buy the goods. You cannot simply take the goods back.

You must, however, pay interest for the period for which the credit was provided and the lender's reasonable costs of the cancellation.

No right to cancel in certain cases

You don't have the right to cancel if the credit is provided for less than two months and you haven't used any of the credit to pay the lender for money owed under a different credit contract.

The cancellation notice

The cancellation notice does not have to use any particular words. It can be expressed in any way that shows you intend to cancel or withdraw from the contract.

You can give the cancellation notice (and return the goods or money, or pay the cash price) to a lender by giving it to them or their agent or employee, or by posting it to the lender's last known home or business address.

(The cancellation notice can also be given by email or some other form of electronic communication if the lender has agreed to this being done.)

Creditor's failure to "disclose" makes the contract unenforceable

The law requires lenders to give certain information to borrowers (this is called "disclosure"). If you were not given this information within the time limits that the law specifies, the lender cannot enforce the contract against you. This means that they are not able to:

  • enforce the requirement that you pay interest, or
  • in the case of a credit sale (hire-purchase agreement), repossess the goods, or
  • in the case of a secured loan, take possession of the property you listed as security for the loan

What information does the creditor have to give me?

A consumer credit contract must be in writing and must be signed by both the borrower and the lender.

It must include the following information, which is called "initial disclosure":

  • the lender's name and address
  • the amount you're borrowing (in the case of a loan) or the price of the goods (in the case of credit sales/hire-purchase)
  • the annual interest rate and the method of charging it
  • the total interest to be paid
  • the length of any interest-free term
  • the amount of each payment
  • the number of payments
  • the total amount you will pay
  • when the first payment is due and how often the payments will be made after that
  • if it is a secured loan, details of the goods listed as security
  • all fees and charges other than interest, such as booking or establishment fees, insurance fees, credit check fees, and security valuation fees
  • default fees (that is, fees you will have to pay if you don't keep up your payments)
  • fees you may be charged if you pay off the goods or loan early
  • a statement of your right to cancel the contract (see above, "The ‘cooling off' period: The right to cancel the contract")
  • how often "continuing disclosure" statements will be sent to you (if they're legally required in the particular case)

The format for initial disclosure

The information must be written clearly, concisely and in a way likely to bring it to the attention of a reasonable person. (Some model disclosure forms are included in the Credit Contracts and Consumer Finance Regulations 2004 (SR 2004/240) .)

It can be made in the form of an email or other electronic communication if:

  • you've consented to it being given to you in this way, and
  • the information is readily accessible so that you can refer to it again if you wish

When does initial disclosure have to be made by?

You must be given a copy of this information not later than five days after signing the contract.

No unreasonable fees

Lenders cannot charge unreasonable credit fees or default fees.

Re-opening consumer credit contracts that are oppressive

The Courts or the Disputes Tribunal can re-open a loan contract, credit sale (hire-purchase agreement) or other consumer credit contract if:

  • the contract is oppressive, harsh, unjustly burdensome, unconscionable, or in breach of reasonable standards of commercial practice, or
  • the lender has exercised, or intends to exercise, a power under the contract in a manner that is oppressive, harsh, unjustly burdensome, unconscionable, or in breach of reasonable standards of commercial practice, or
  • you were induced to enter into the contract by means that were oppressive, harsh, unjustly burdensome, unconscionable, or in breach of reasonable standards of commercial practice

In these cases, the Court or the Tribunal has the power to set aside the contract or vary its terms.

In general the Courts will not reopen credit contracts merely because, for example, a penalty interest rate is high, and will tend not to intervene if the borrower is experienced and clearly understood the contract. The Courts are more likely to intervene if the borrower's understanding was limited in some way – for example, by not being able to speak or read English or by some disability.

Modifying the contract in cases of "hardship"

You can ask the lender to change the terms of the contract if you believe you are unable to keep up with the payments under the contract because of some unforeseen hardship - such as being ill or injured, or losing your job, or your relationship breaking up, or the death of your spouse or partner, or some other reasonable cause. However, you can't do this if you've already missed a payment or exceeded a credit limit.

If the lender doesn't agree to amend the contract, you can apply to the Courts or a Disputes Tribunal for it to amend the contract. The Court or Tribunal will give both you and the lender a reasonable chance to be heard.

What if I want to pay out the contract early?

You have the right to pay out the full amount at any time, but the lender has the right to charge you, in addition, their administrative costs for the repayment and a reasonable estimate of the loss the repayment has caused them.

Creditors can't "contract out" of the legal requirements

The protection given borrowers by the Credit Contracts and Consumer Finance Act 2003 applies even if the particular contract says it doesn't apply. In other words, lenders can't contract out of the rights given to borrowers.

Lenders can bring existing contracts under the 2003 Act

Consumer credit contracts made before 1 April 2005 are ordinarily not covered by the Credit Contracts and Consumer Finance Act 2003 .

However, a lender can choose to bring those existing contracts under the new Act, provided this does not increase any of the borrower's obligations. This allows a lender to operate a single system rather having to run two different systems, with one set of contracts covered by the old laws and another set covered by the 2003 Act.

Special rules for "buy back" schemes

Special protection for consumers were introduced on 14 October 2003 to cover home "buy back" schemes. These schemes, apparently common in South Auckland, have resulted in many homeowners losing their homes. For more information, see How to be protected against home "buy back" schemes.

Cautionary notes

  • If you are considering borrowing a large amount of money under a credit contract, it would be wise to see a lawyer before doing so in order to fully understand the effects of the agreement.
  • Guarantors should be aware that they generally do not have a legal right to get out of a credit contract.

Deed of assignment of contract

This New Zealand deed of assignment is used to transfer contractual rights and obligations from one person to another. The Deed provides for the outgoing party to promise the contract is valid and up to date.

Deed of assignment of contract with consent

This New Zealand deed of assignment used to transfer contractual rights and obligations from one person to another. The Deed provides for the outgoing party to promise the contract is valid and up to date.

Deed of nomination with vendor consent

This New Zealand agreement that provides for a purchaser under a contract to nominate someone else to be the purchaser in their place, with the consent of the vendor.

Nomination of purchaser

This New Zealand agreement that provides for a purchaser under a contract to nominate someone else to be the purchaser in their place. The new purchaser (Nominee) agrees to perform the obligations of the purchaser under the contract.

Transfer of contract

A deed that provides for one person to take over contractual obligations owed by another, with the consent of the other party to the contract. New Zealand focused.

Transfer of sale contract

An agreement that provides for a purchaser under a contract to be replaced entirely by a new purchaser with the agreement of the vendor. This creates a new contract (a novation) between the new purchaser and the Vendor (a novation). New Zealand focused agreement.

Assignment agreement

This template is for the transfer or assignment of contracts between two parties. New Zealand focused agreement.

Mutual cancellation of contract agreement

Agreement to cancel legal contract. Very useful if you require certainty that you are no longer bound. Suitable for any contract. New Zealand focused agreement.

Novation agreement: transfer of architectural or building contract

Easy to use New Zealand novation agreement for use where the customer of an architectural or construction contract changes part-way through the project (e.g. where the land and part-completed buildings are sold).

Novation agreement: transfer of service contract

Transfer a service contract between customers using this easy to use and effective novation contract. New Zealand focused agreement.

Variation of contract agreement

Change the terms of a legal contract using this New Zealand variation agreement. Using this document, you can insert, delete and amend words, paragraphs and clauses or renumber existing paragraphs.

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Assignment agreements

Assignment (or transfer) of contracts is a ticklish subject. You have to get it right otherwise you might encounter problems further down the track. Generally, if you only need, have or can obtain consent to transfer from some, not all, of the parties, assignment agreements are likely to be the solution. You may also be interested in our novation agreements .

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Assignment agreement

This template is for the transfer or assignment of contracts between two parties. It can be used to transfer a wide range of contracts, but is most commonly used to assign customer contracts to the buyer of a business, either where novation is impractical, or where the original contracts allow assignment. Also included with the agreement is a letter template to customers informing them of the assignment.

First page

Deed of assignment: life or endowment policy by trustees

This deed of assignment transfers an endowment or other life assurance policy from trustees to beneficiary. It includes a template notice to the insurer that the policy has been transferred. The document is easy to complete.

First page

Deed of assignment: life insurance policy or endowment policy

This is a deed of assignment for transferring the rights in an insurance policy or endowment policy to some other person or company, for money or value. Not suitable for divorce situation. It is easy to complete.

First page

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  • Terms of Engagement

Should you nominate, assign or novate an Agreement for Sale and Purchase of Real Estate?

February 13, 2012

in Property

assignment of contract nz

1.    Liability to the vendor 2.    Enforcing the vendor’s contractual warranties and undertakings 3.    GST implications

1.            Does the purchaser named in the contract (contractual purchaser) remain liable to the vendor                if the nominee / assignee / novatee (ultimate purchaser) fails to complete settlement?

It is important to note that in the case of assignment and/or nomination the contractual purchaser named in the Agreement for Sale and Purchaser of Real Estate will remain liable to the vendor in the event that the nominee / assignee does not complete settlement.

Only a novation will release the contractual purchaser from liability. This is because the vendor must be a party to and sign the Deed of Novation which includes a specific provision for the contractual purchaser to be released from all obligations under the original contract. In effect a new contract is created between the vendor and the novatee. The difficulty with a novation is obtaining the agreement and signature of the vendor.

2.            Can the assignee / nominee / novatee (ultimate purchaser) sue the vendor for breach of the                 vendor’s warranties and undertakings contained in the contract?

A novatee can sue the vendor for breach of the vendor’s contractual warranties and undertakings because a novation creates a direct contractual relationship between the vendor and novatee.

A recent decision of the Supreme Court in Laidlaw v Parsonage [2009] NZSC 98 confirms that where an Agreement for Sale and Purchase of Real Estate records a named purchaser “and/or nominee”, the nominee though not a party to the Agreement is sufficiently designated by description in terms of section 4 of the Contracts (Privity) Act 1982 so that the nominee is entitled to sue the vendor for breach of contractual warranties and promises.

Previously, a formal assignment together with notice of the assignment being given to the vendor was the safest way (short of a novation) to ensure that the ultimate purchaser had rights to enforce the contractual warranties and promises against the vendor  

3.            What are the GST implications?

The Taxation (GST and Remedial Matters) Act 2010 has clarified the GST treatment of land transactions in the case of nominations (where a contractual purchaser has nominated another person or entity (the nominee) to receive the land from the vendor. All such supplies made from 1 April 2011 will be treated as one supply from the vendor to the nominee. The new rules do not apply to assignments or novations.

An assignment and, prior to 1 April 2011, a nomination (except bare nomination) could give rise to a second transaction (two supplies) for GST purposes. This could result in unanticipated liability for GST.

A bare nomination is where the contractual purchaser settles the transaction in full but the title is transferred to the nominee. A bare nomination creates only one supply for GST purposes between the vendor and the contractual purchaser. This is because there is no financial transaction between the nominee and the vendor.

A novation creates only one supply for GST purposes between the vendor and the novatee as the original contract is effectively cancelled and a new contract substituted. However, if a novation is entered into after the time of supply is triggered under the original contract eg: payment received (such as the deposit) or invoice issued (such as the settlement statement) then the GST position of the vendor and purchaser under the original contract must be reversed under section 25 of the GST Act and by satisfying credit note requirements.

It is very important to consider the different GST implications of assignment / nomination / novation before proceeding. It is strongly recommended that the GST treatment of the transaction is specifically addressed in Deeds of Nomination / Assignment / Novation so that the position is clear between the parties.  

If you require any advice or further information on the matters dealt with in this publication please contact the lawyer at Farry and Co. who normally advises you, or alternatively contact:

Fahra Manning [email protected] 09 379 0055

The information contained in this publication is intended as a guide only.  It does not constitute legal advice and should not be relied upon as such.  Professional advice should be sought before applying any of the information to particular circumstances.  While every reasonable care has been taken in the preparation of this publication, Farry and Co. does not accept liability for any errors it may contain. 

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What to watch out for when buying or selling a contract

If you’ve entered into a contract with someone, can you transfer that contract to someone else? The answer depends on what the contract says – but there are some things to watch out for. If you’re thinking of buying or selling a contract (or a whole business), read on for some pointers.

Why would you want to buy or sell a contract? It’s common to buy or sell contracts as part of buying or selling a business. As an example – imagine you have a software development business, which has contracts to develop and maintain software for your customers.

The customer contracts are probably a very important part of the business. Then you get an opportunity to sell your business to a big technology company – finally a reward for years of hard work. Let’s assume you keep the company, and only sell the assets and contracts it owns.

The question then is: do you need your customers’ approval to be able to sell (or “assign”) those contracts to the buyer?

Do you need approval to assign contracts? Well, it depends on the contracts themselves. Some contracts won’t let you assign at all, while some contracts will let you assign however you like. The most common position you’ll find is that you can assign, but only if the other person approves/consents (this is often called a “no-assignment” clause).

A no-assignment clause means that if you go ahead and sell your business without getting those approvals, you won’t be able to transfer those contracts to the buyer. This means the buyer won’t be happy, as they paid you for contracts that they didn’t get. You’ll also still be locked into performing your obligations to the customers, but without all the assets and employees you normally use – meaning you’ll be at risk.

What should you do when entering contracts?  If you’re in an industry where you might sell your business contracts one day, try to remove any no-assignment clause before signing. Even if this isn’t possible, you can try to understand which of your contracts have no-assignment clauses in them.

On the other side, you probably don’t want your key supplier to be replaced by an unknown or incompetent business. In this case, you’ll want to ensure there is a strong no-assignment clause in any important contracts.

A recent example of what can go wrong In one recent case (the Hellaby case), a company tried to buy a contract and then enforce it, but ran into a big issue.

The case involved a builder, a client, and a buyer. The client owed a (presumably large) sum of money to the builder under a construction contract. The buyer then bought the construction contract off the builder, as part of a larger sale of the builder’s business.

However, the contract was a “NZS:3910-2013” building contract (a very commonly used type of construction contract in New Zealand). Clause 2.9.1 of the contract stated that neither party could assign any part of the contract without the other party’s consent. The builder did not get the client’s consent before supposedly “assigning” the contract.

What happens if you don’t get approval? When the buyer tried to enforce the debt under the contract against the client, the client simply pointed to the contract. The client hadn’t consented to the assignment, meaning the assignment was invalid and the client didn’t have to pay. The judge in the case made it clear the “no-assignment” clause does what it says: it prohibits assignment without consent. The case doesn’t go into too much detail, but the whole saga probably cost the buyer a decent amount of money.

What does this all mean? If you’re looking at buying or selling contracts (or a business), check whether the contracts will let you assign or not. Also, whenever you enter into a contract, quickly look for any restrictions on assignment, especially if you might one day sell the business. If the contract doesn’t work for you, try to change it to something more favourable, or if that isn’t possible, at least keep a record of the restriction for later. This should prevent you from being caught out if you do look to sell at a later date.

Further Advice

If you’d like further advice in regards to buying or selling a contract, please contact Wade Pearson at wade.pearson@gallawaycookallan.co.nz or 03 474 9743.

This article first appeared in the Otago Daily Times on 13 June 2020.

Disclaimer: this article is general in nature and not intended to be used as a substitute for legal advice.

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Nominating a Purchaser when signing an Agreement

A vendor signed a contract to sell his business, with the purchaser signing in their individual name.  A month later, once the agreement was unconditional, the purchaser then advised the vendor that they were ‘nominating’ a company they had set up to purchase the business.  The vendor wasn’t sure if this was legal, so checked with her lawyer.

Both the standard Agreement for Sale and Purchase of a Business and Agreement for Sale and Purchase of Real Estate allow a purchaser to “nominate” another entity to carry out the purchase on their behalf.

This means that sometimes purchasers will sign Agreements in their own personal name and then nominate a company or a trust, or indeed another individual to carry out the purchase.  This is essentially an ‘assignment’ of the purchaser’s rights.

As a purchaser this means you assign the benefit of the agreement to the new purchasing entity, however as a vendor your rights and obligations apply to both the person/entity who is nominated and the person/entity who did the nominating (the assignor and the assignee).  It is therefore usual practice for the vendor to be advised of the nomination.  This gives them notice that rights will apply to both the assignor and the assignee.

If you want to entirely remove the rights of a party to claim against the other or have any liability in relation to the transaction, this is done by way of a novation of a contract.  In this case, the other party to the contract needs to consent to the novation.

If you are nominating, assigning or novating a contract, it is essential that you take legal advice, to make sure you are aware of where you rights and duties will lie.

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How to Change or Amend a Business Contract in NZ?

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By Grace Holden

Updated on February 24, 2021 Reading time: 5 minutes

This article meets our strict editorial principles. Our lawyers, experienced writers and legally trained editorial team put every effort into ensuring the information published on our website is accurate. We encourage you to seek independent legal advice. Learn more .

Common Reasons to Amend Your Contract

How to amend your contract to change your obligations, how to claim rectification, how to assign your contract.

  • How to Amend Your Contract Due to a Mistake 

Key Takeaways

It is essential to enter a well-drafted contract when forming a new commercial relationship or embarking on a new business endeavour. However, sometimes you might need to change or vary a business contract once you have already agreed to its terms. How you go about altering the contract will depend on the issue that is motivating the amendment. This article will detail some of the circumstances that may cause you to change or amend a business contract, and outline how you can make a variation. 

Before you change a contract, you and the other contracting parties must understand why you need to amend it. It may be because:

  • you and the other parties involved wish to change your contractual obligations. For example, you may want to increase or decrease the quota of goods you are to provide under the contract by adding a new clause;
  • the written contract wrongly records the shared agreement you made with the other parties; 
  • you wish to assign your contractual benefits to a third party; or
  • a mistake induced your entry into the contract. 

If you, or the other parties you are contracting with, wish to change any responsibilities contained in the contract, you are entitled to do so. However, all parties must:

  • express an intention to vary the terms of the agreement;
  • put this amendment to the original document into writing (if the original contract was required to be in writing); and 
  • provide something of value (consideration) to support any new obligations or promises made. This consideration must be over and above any existing contractual obligations. For example, if you wish to increase the quota of goods you are supplying under a contract, the party receiving these goods must agree to increase the payment amount. 

It is best practice to understand the contents of your contract. Some contracts may have a provision that details how an amendment to the contract should occur. For example, some contracts have a “no oral variation” clause. This means that any changes to the contract cannot occur orally. If you were to vary a contract that contained such a clause, these oral changes to the original agreement would not be enforceable. 

Sometimes a written contract may differ from the actual agreement that was made between you and the other contracting parties. This may be due to errors made when the contract was being typed out or copied. If such a discrepancy does occur, you could claim the remedy of rectification. Rectification allows a court to amend the terms of a written contract to reflect the contracting parties’ common intention.

To claim rectification, you must demonstrate that:

  • the contractual document is incorrect; and 
  • that there existed an agreement in different terms. 

In assessing what this common intention is, a court may look to you and the other parties’ actions to see whether or not their actions indicate this common agreement. Suppose one party to your contract is a larger corporate entity. In that case, a court will determine whether the common intention was held by the person(s) within the entity who can represent the ‘mind’ of the company. 

Rectification is likely to be available for simple clerical errors, such as the contract wrongly recording one of the contracting parties’ names. 

If you wish to assign your contractual benefits to a third party, you can do this by changing the contract, or entering into a deed of assignment. Such a change can occur without the consent of the other contracting parties. 

However, this change to the contract can only be for contractual benefits. You cannot assign any contractual obligations to a third party. This would require a novation, which would cause your existing contract to be replaced by another. Furthermore, there may be a term in your contract that prevents assignment from occurring. Make sure that you are familiar with the contents of the document before engaging in an assignment. 

How to Amend Your Contract Due to a Mistake 

You may wish to amend a contract because you, or another contracting party, made a mistake before, or when entering that contract. This mistake could be about a matter of fact or a matter of law. 

To vary a contract, you must demonstrate that your mistake was either a:

  • known, unilateral mistake. This means that you made a mistake which influenced your entry into the contract, and the other party knew of this mistake. For example, if you made a mistake as to what piece of land you would be buying, and the other contracting party knew you had made this mistake; 
  • common mistake. This is when all of the parties were influenced to enter into the contract by the same mistake; or
  • mutual mistake. This is more difficult to demonstrate. A mutual mistake means that you and the other party were both influenced to enter into the contract by a different mistake about the same matter of fact or law. An example of a mutual mistake would be if you owned three plots of land (A, B and C), and you intended to sell lot A and the buyer intended to purchase lot B, whilst the written document provided for the sale and purchase of lot C. 

In conjunction with this, you must demonstrate that your mistake resulted in a disproportionate exchange of values or benefits between you and the other parties and that a term of the contract does not force you to assume the risk for any mistake you make. 

If you are successful in demonstrating these criteria, a court can change the contract to:

  • reflect what you mistakenly thought the contract provided for; or 
  • ensure the contract is fair and reasonable. 

It is not uncommon to change or amend a business contract once you have entered into it. However, how you go about varying the contract will depend on why you are making these changes. You must be aware of why you want to change the contract, before varying it. Furthermore, you should be completely aware of the contents of your contract. This is because a clause may impact how you can vary the contract, or whether you can amend it at all for your intended purpose.

If you wish to amend your business contract, LegalVision’s contract lawyers can help. Contact us on 0800 005 570 or complete the form on this page. 

Making changes to a contract is also known as amending or varying your contract. 

How you amend a contract depends on why you want to change the document. Usually, you can amend a contract by an agreement with your other contracting parties.

If done correctly, amendments made to a contract are legally binding and enforceable.

If your contract does not correctly represent an agreement you have made, you can use the remedy of rectification to correct it.

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  • Partnership agreement for equal partnership
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Nominations  & Assignments

  • Transfer of contract
  • Agreement for private sale of personal property
  • Agreement for sale of a boat
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Power of Attorney

  • Certificate of Non Revocation of Power of Attorney
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Debt Buyer | 90 Nine | Auckland

Selling a Debt: The Legalities, The Contract and the Forbidden

person signing a contract for sale of debt

Many businesses struggle with bad debts. Unpaid debts can financially cripple a business, and the time and/or cost of recovering that debt may exceed the value of the debt itself. Often creditors take the risk of paying lawyers and/or debt collectors a significant amount of fees without the assurance of success.

If creditors are not paid, they face paying debt collectors and/or lawyers to collect the debt. But here is an alternative, that is to both write off the debt (and get the tax advantage of doing so) and avoid legal costs (but still get all the advantages of using lawyers).

The solution is through the sale of debt to us. At 90 Nine, when we buy a debt, we engage specialist lawyers to collect the debt and use the Court process to do so. We completely fund this process at no risk to the creditor.

While a relatively new debt enforcement process for New Zealanders, debt buying has been common in Europe and the USA for a while. Debt buying is an arrangement where a debt is purchased from the original creditor by a debt buyer for a percentage of the face value of the debt, based on the potential collectability of the debt.

From a legal perspective, sale of debt is achieved through an assignment.

The assignment of debt

The idea that a contractual right cannot be transferred is an archaic view that has been rejected by equity.

In the 17th century, the English Court of Chancery recognised and enforced the assignment of a contractual right, including the right to receive a debt.

Even though a right to receive a debt is intangible, the Courts regarded a debt as property and an asset capable of being dealt with like any other asset, including being assigned.

The English laws have consequently been adopted in New Zealand and the right to assign “a thing in action” (i.e. a contractual right) is presently recognised by Subpart 5 of the Property Law Act 2007 (“ the Act ”).

Section 48 of the Act expressly confirms that the ‘thing in action’ includes a right to receive payment of a debt.

Section 50 of the Act provides that a thing in action can be subject to an absolute assignment assuming the proper method and form of assignment is satisfied. This means that personal rights to property such as the right to receive a debt may be assigned from the original creditor to the debt buyer.

When assigning a debt, all rights and remedies of the original creditor over the debt are transferred to the assignee. It is not necessary to provide valuable consideration for the assignment meaning that debts can be bought for zero dollars. Further, it is possible to assign an amount or debt that will or may be payable in the future.

The laws of equity in relation to assignment continue operating concurrently with the statutory provisions and can be of benefit in limited circumstances where the statutory requirements of assignment have not been satisfied. However, practically, enforcing an equitable assignment might be more challenging, and for this reason, it is always advisable to assign a debt through statutory assignment under the Act.

Proper method and form of assignment

Under s 50 of the Act, for an absolute assignment of a thing in action to occur, at the minimum, the assignment needs to be in writing and signed by the assignor.

In addition to the minimum requirements, we recommend the best practice is to assign a debt through a deed, to reduce risk of future challenge to the assignment. A deed is a legal document which, in accordance with s 9 of the Act, needs to:

  • Be in writing;
  • Be signed by all parties;
  • Have signatures witnessed in accordance with the Act (unless the party is a body corporate with no fewer than 2 directors);
  • Include the locality of the place of residence and the occupation or description of the witnesses.

The deed will become binding once the above is done and when it is delivered by the person to be bound by it or their agent. This can be done through physical delivery or through fax/email.

Generally, the deed should make it clear who the parties are and what it is that is being assigned with as much certainty and clarity as possible.

Pursuant to s 51 of the Act, once a debt has been assigned, the notice of assignment needs to be provided to the debtor. That means informing the debtor, preferably in writing, that the debt is now payable to the debt buyer. If actual notice is not given to the debtor and the debtor pays the debt to the original creditor, this discharges the debtor’s liability to pay to the debt buyer. Although, the original creditor must now pay those funds to the debt buyer. In the case of joint debtors, only one needs to be given actual notice of the assignment.

Rights that cannot be assigned

Some contractual rights are incapable of assignment, whether under equity or under the Act.

A common example of such right is the right pursuant to the contract which expressly prohibits the assignment, either entirely or without the consent of all parties.

Another right that cannot be assigned is the bare right to a cause of action, which is not attached to a property interest such as a debt.

The Act addresses the assignment of rights, including right to a debt, but not the assignment of the burden of obligation. Assignment of contractual liabilities is generally not possible, unless limited exceptions apply.

assignment of contract nz

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Home » Commercial Property Law » Selling your business or moving premises? Assigning a commercial lease

Selling your business or moving premises? Assigning a commercial lease

12 September, 2014 | Wade Hansen

What are your liabilities when you assign a commercial lease?

If you are part way through a commercial lease and want to arrange for someone else to take over the lease, you will need to “assign” the lease. an assignment of lease is when you assign your obligations to the landlord under the lease, to a new tenant.  this new tenant will become responsible for paying the rent, outgoings, renewing the lease, etc..

You might consider this option if you are thinking about selling your business, or moving your business to a new premises.  Unfortunately commercial leases do not allow tenants to just cancel the lease part way through a tenancy term unless the landlord agrees (this is unlikely unless you have been a bad tenant), so this is why an assignment is necessary.  But, what happens if you have provided a guarantee under your original lease?

What is a guarantor?

A guarantor is the person or persons recorded in the Deed of Lease as guarantor, and who agree to fulfil the obligations of the tenant if they fail to do so.  Most of the time, these obligations relate to paying outstanding rent and outgoings due under the lease.

Are you still liable as guarantor when you assign a lease?

The short answer is yes, you are still liable as guarantor of a lease if you assign it.  The standard terms of lease state that if the new tenant and their guarantor (if any) aren’t able to pay the rent and outgoings under the lease, the landlord can come back and call on you as guarantor, even though you have assigned the lease, to pay the overdue rents and fix and breaches under the lease.

How long will you be liable for and for how much?

You will be liable for all amounts owing under the lease up until the end of the lease term (including any renewed terms).

How can you limit your liability and avoid this?

Your liability as guarantor can be limited at two stages – although both require consent of the landlord.

Firstly, on entering into the lease you can limit your guarantee to either a certain amount, a certain time frame, or provide a bank bond of a certain amount.

Or, when you assign the lease, you could ask for your existing guarantee to be valid only up until the end of the current term, and not to include any renewed terms granted under the lease.

So if you assigned your lease after the first year of a three year term, and there are two rights of renewal of three years each, you would only be liable for the remaining two years of the existing term, not for the additional 3-6 years if the assignee chose to renew the lease.

As an alternative to assigning your lease, you could suggest to the landlord that they enter into a new lease with the new tenant.  Of course the terms of this new lease would have to be favourable to the landlord for them to agree.

Choosing which option is best for you really depends on your circumstances and the terms of your lease at the time you wish to get out.

A skilled commercial property lawyer can review the liabilities you have under your current lease and help negotiate with your current landlord and the new tenant/assignee to reduce your ongoing liability.

If you would like assistance with assigning your commercial lease, contact commercial property lawyer, Wade Hansen on 09 837 6885  or at  [email protected]

Do you need to assign your lease.

Ensure your interests are protected – contact expert Commercial Property Lawyer, Wade Hansen today to set up an appointment.

+64 9 837 6885

assignment of contract nz

About the author

Born and bred in the West, Wade has a keen interest in developing the community and assisting businesses grow to their full potential. His experience in Property & Commercial Law, along with his common sense and level headed business knowledge Read More »

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Commercial Leases

Assignment of Contract

Jump to section, what is an assignment of contract.

An assignment of contract is a legal term that describes the process that occurs when the original party (assignor) transfers their rights and obligations under their contract to a third party (assignee). When an assignment of contract happens, the original party is relieved of their contractual duties, and their role is replaced by the approved incoming party.

How Does Assignment of Contract Work?

An assignment of contract is simpler than you might think.

The process starts with an existing contract party who wishes to transfer their contractual obligations to a new party.

When this occurs, the existing contract party must first confirm that an assignment of contract is permissible under the legally binding agreement . Some contracts prohibit assignments of contract altogether, and some require the other parties of the agreement to agree to the transfer. However, the general rule is that contracts are freely assignable unless there is an explicit provision that says otherwise.

In other cases, some contracts allow an assignment of contract without any formal notification to other contract parties. If this is the case, once the existing contract party decides to reassign his duties, he must create a “Letter of Assignment ” to notify any other contract signers of the change.

The Letter of Assignment must include details about who is to take over the contractual obligations of the exiting party and when the transfer will take place. If the assignment is valid, the assignor is not required to obtain the consent or signature of the other parties to the original contract for the valid assignment to take place.

Check out this article to learn more about how assigning a contract works.

Contract Assignment Examples

Contract assignments are great tools for contract parties to use when they wish to transfer their commitments to a third party. Here are some examples of contract assignments to help you better understand them:

Anna signs a contract with a local trash company that entitles her to have her trash picked up twice a week. A year later, the trash company transferred her contract to a new trash service provider. This contract assignment effectively makes Anna’s contract now with the new service provider.

Hasina enters a contract with a national phone company for cell phone service. The company goes into bankruptcy and needs to close its doors but decides to transfer all current contracts to another provider who agrees to honor the same rates and level of service. The contract assignment is completed, and Hasina now has a contract with the new phone company as a result.

Here is an article where you can find out more about contract assignments.

assignment of contract nz

Assignment of Contract in Real Estate

Assignment of contract is also used in real estate to make money without going the well-known routes of buying and flipping houses. When real estate LLC investors use an assignment of contract, they can make money off properties without ever actually buying them by instead opting to transfer real estate contracts .

This process is called real estate wholesaling.

Real Estate Wholesaling

Real estate wholesaling consists of locating deals on houses that you don’t plan to buy but instead plan to enter a contract to reassign the house to another buyer and pocket the profit.

The process is simple: real estate wholesalers negotiate purchase contracts with sellers. Then, they present these contracts to buyers who pay them an assignment fee for transferring the contract.

This process works because a real estate purchase agreement does not come with the obligation to buy a property. Instead, it sets forth certain purchasing parameters that must be fulfilled by the buyer of the property. In a nutshell, whoever signs the purchase contract has the right to buy the property, but those rights can usually be transferred by means of an assignment of contract.

This means that as long as the buyer who’s involved in the assignment of contract agrees with the purchasing terms, they can legally take over the contract.

But how do real estate wholesalers find these properties?

It is easier than you might think. Here are a few examples of ways that wholesalers find cheap houses to turn a profit on:

  • Direct mailers
  • Place newspaper ads
  • Make posts in online forums
  • Social media posts

The key to finding the perfect home for an assignment of contract is to locate sellers that are looking to get rid of their properties quickly. This might be a family who is looking to relocate for a job opportunity or someone who needs to make repairs on a home but can’t afford it. Either way, the quicker the wholesaler can close the deal, the better.

Once a property is located, wholesalers immediately go to work getting the details ironed out about how the sale will work. Transparency is key when it comes to wholesaling. This means that when a wholesaler intends to use an assignment of contract to transfer the rights to another person, they are always upfront about during the preliminary phases of the sale.

In addition to this practice just being good business, it makes sure the process goes as smoothly as possible later down the line. Wholesalers are clear in their intent and make sure buyers know that the contract could be transferred to another buyer before the closing date arrives.

After their offer is accepted and warranties are determined, wholesalers move to complete a title search . Title searches ensure that sellers have the right to enter into a purchase agreement on the property. They do this by searching for any outstanding tax payments, liens , or other roadblocks that could prevent the sale from going through.

Wholesalers also often work with experienced real estate lawyers who ensure that all of the legal paperwork is forthcoming and will stand up in court. Lawyers can also assist in the contract negotiation process if needed but often don’t come in until the final stages.

If the title search comes back clear and the real estate lawyer gives the green light, the wholesaler will immediately move to locate an entity to transfer the rights to buy.

One of the most attractive advantages of real estate wholesaling is that very little money is needed to get started. The process of finding a seller, negotiating a price, and performing a title search is an extremely cheap process that almost anyone can do.

On the other hand, it is not always a positive experience. It can be hard for wholesalers to find sellers who will agree to sell their homes for less than the market value. Even when they do, there is always a chance that the transferred buyer will back out of the sale, which leaves wholesalers obligated to either purchase the property themselves or scramble to find a new person to complete an assignment of contract with.

Learn more about assignment of contract in real estate by checking out this article .

Who Handles Assignment of Contract?

The best person to handle an assignment of contract is an attorney. Since these are detailed legal documents that deal with thousands of dollars, it is never a bad idea to have a professional on your side. If you need help with an assignment of contract or signing a business contract , post a project on ContractsCounsel. There, you can connect with attorneys who know everything there is to know about assignment of contract amendment and can walk you through the whole process.

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18 Residual assets, contracts, liabilities, agreements, leases, information, etc

All residual assets, contracts, liabilities, agreements, leases, and licence arrangements of the NAWSE that existed immediately before this section comes into force are vested in the Crown as assets, contracts, liabilities, agreements, leases, or licence arrangements of the department.

All information held by the NAWSE immediately before this section comes into force is transferred to the department.

All money payable to or by the NAWSE immediately before this Act comes into force becomes payable to or by the department.

Unless the context otherwise requires, anything done, omitted to be done, or to be done by, or in relation to, the NAWSE is to be treated as having been done, having been omitted to be done, or having to be done by, or in relation to, the department.

However, under subsections (1) to (4),—

all employment agreements, appointments, and contracts with independent contractors terminated under section 15 or 16 do not transfer to the department; but

all liabilities arising from the termination of those arrangements, including any liability related to an agreed notice period, transfer to the department in accordance with subsection (1).

To avoid doubt, nothing in this subpart—

places the Crown, the department, or any other person in breach of contract or confidence or otherwise makes them liable for a civil wrong; or

places any of those persons or any other person in breach of an enactment, a rule of law, or a provision of a contract that prohibits, restricts, or regulates the assignment or transfer of property or the disclosure of information; or

entitles a person to—

terminate or cancel or modify a contract or an arrangement; or

enforce or accelerate the performance of an obligation; or

impose a penalty or an increased charge; or

releases a surety wholly or in part from any obligation; or

invalidates or discharges a contract or surety.

In this section,—

assets includes real or personal property, money, rights, or interests

liabilities includes debts, charges, duties, and other obligations, whether present, future, actual, contingent, payable, or to be observed or performed in New Zealand or elsewhere.

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Pakistan terminates fast bowler Rauf’s contract for refusing to play tests in Australia

Haris Rauf of Pakistan bowls to New Zealand during their T20 cricket match in Christchurch, New Zealand, Friday, Jan. 19, 2024. (John Davidson/Photosport via AP)

Haris Rauf of Pakistan bowls to New Zealand during their T20 cricket match in Christchurch, New Zealand, Friday, Jan. 19, 2024. (John Davidson/Photosport via AP)

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ISLAMABAD (AP) — Haris Rauf’s contract was canceled by the Pakistan Cricket Board on Thursday after the fast bowler refused to tour Australia for a three-test series last year.

At the time, chief selector Wahab Riaz said Rauf pulled out at the last minute after confirming his availability. The medical panel informed Riaz there were no fitness issues with Rauf and he could play.

The PCB said Rauf’s explanations at his hearing were unsatisfactory.

The end of Rauf’s contract was backdated to Dec. 1. The board said it will also not issue Rauf clearance to play in any foreign Twenty20 league until June 30.

Islamabad United' Shadab Khan celebrates after scoring fifty during the Pakistan Super League T20 cricket match between Islamabad United and Lahore Qalandars, in Lahore, Pakistan Saturday, Feb. 17, 2024. (AP Photo/K.M. Chaudary)

“Playing for Pakistan is the ultimate honour and privilege for any sportsperson,” the PCB said. “Refusal to be part of Pakistan’s test squad in the absence of any medical report or justifiable reason is a material violation of the central contract.”

Pakistan lost the test series 3-0, and Rauf flew to New Zealand for a Twenty20 series which Pakistan lost 4-1.

Also, the PCB parted ways with Mohammad Hafeez, who replaced Mickey Arthur as the team director during the tours of Australia and New Zealand.

“Hafeez’s passion for the game has inspired players and his mentorship during the tour of Australia and New Zealand have been of immense importance,” the PCB wrote on X, formerly Twitter. “The PCB wishes Hafeez good luck and success in his future endeavours.”

AP cricket: https://apnews.com/hub/cricket

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COMMENTS

  1. Assignment vs Novation in New Zealand

    An assignment of a contract is when an individual ('the assignor') assigns their benefits under the agreement to a new person or business ('the assignee'). For example, an owner of another business might owe you a debt. In this case, you can assign the right to be paid the debt to one of your employees, by entering into a deed of assignment.

  2. Auckland Contract Lawyers

    Andrew Knight Assignment of contracts is a fairly common practice in the business world. In an assignment, the person assigning the contract - the "Assignor" - assigns the benefits of the contract the Assignor holds to a new person (the "Assignee") who takes the benefit of that contract "the Assignee".

  3. Be Careful When Transferring Contracts

    An assignment is where a party (the "assignor") assigns its rights under a contract to a third party (the "assignee"). The assignee may enforce its rights against the other original party to the contract. Assignments are frequently used to transfer the benefit of warranties to a third party (for example, building warranties).

  4. PDF Assignments and Transfers of Contractual Duties Integrating ...

    frequently use those words inaccurately to describe an assignment of the benefit of a contract since every lawyer knows that the burden of a contract cannot be assigned. It is not only lawyers who refer to assigning contracts as a whole (or both the rights and obligations under contracts): recent New Zealand Court of Appeal judgments also refer to

  5. NZ Contract variation (Novation agreements)

    NZ$ 29.00. An agreement that provides for a purchaser under a contract to be replaced entirely by a new purchaser with the agreement of the vendor. This creates a new contract (a novation) between the new purchaser and the Vendor (a novation). New Zealand focused agreement. Get This Document.

  6. Assignment Agreement

    This form of assignment is most commonly used when a large number of contracts are transferred from one business to another, for example when a telephone service provider sells its New Zealand contracts or a white goods retailer sells its maintenance contracts. When to use this assignment agreement

  7. Contract and Commercial Law Act 2017 No 5 (as at 14 July 2017), Public

    a conveyance, transfer, assignment, settlement, delivery, payment, or other alienation of property, whether at law or in equity: (b) ... means a contract governed by New Zealand law that is illegal at law or in equity, whether the illegality arises from the creation or the performance of the contract; and (b)

  8. NZ > Business Documents > Contract variation

    This template is for the transfer or assignment of contracts between two parties. New Zealand focused agreement. Buy This Document Deed of assignment of contract 29.00 This New Zealand deed of assignment is used to transfer contractual rights and obligations from one person to another.

  9. Assignment Agreement Templates

    6 Reviews This template is for the transfer or assignment of contracts between two parties. It can be used to transfer a wide range of contracts, but is most commonly used to assign customer contracts to the buyer of a business, either where novation is impractical, or where the original contracts allow assignment.

  10. Deed of Assignment of Contract

    Our fixed-fee Deed of Assignment of Contract packages start at $1300 + GST. This includes a Deed of Assignment of Contract drafted to meet your specific requirements, phone consultations with a Sprintlaw lawyer, and a complimentary amendment to the final draft we provide to you. ... New Zealand the UK. In Australia, Sprintlaw is a regulated law ...

  11. Assigning Contracts

    Assigning Contracts | New Zealand Legal Documents, agreements, forms and contract templates FOR BUSINESS Please click on the document category to access the documents below it. Partnerships Partnership agreement for equal partnership Partnership agreement for un-equal partnership Guarantees Guarantee of Lease following assignment

  12. Property Law Act 2007

    The priority of an assignment to which subsection (1) applies and which is not given for valuable consideration is to be determined as if the assignment had been given for valuable consideration. (5) A legal or equitable thing in action is to be treated as having been assigned in equity (whether the assignment is oral or in writing) if—

  13. Should you nominate, assign or novate an Agreement for Sale and ...

    1. Liability to the vendor 2. Enforcing the vendor's contractual warranties and undertakings 3. GST implications 1. Does the purchaser named in the contract (contractual purchaser) remain liable to the vendor if the nominee / assignee / novatee (ultimate purchaser) fails to complete settlement?

  14. What to watch out for when buying or selling a contract

    Further Advice. If you'd like further advice in regards to buying or selling a contract, please contact Wade Pearson at [email protected] or 03 474 9743. This article first appeared in the Otago Daily Times on 13 June 2020. Disclaimer: this article is general in nature and not intended to be used as a substitute for legal ...

  15. Nominating a Purchaser when signing an Agreement

    As a purchaser this means you assign the benefit of the agreement to the new purchasing entity, however as a vendor your rights and obligations apply to both the person/entity who is nominated and the person/entity who did the nominating (the assignor and the assignee). It is therefore usual practice for the vendor to be advised of the nomination.

  16. Change or Amend a Business Contract

    you wish to assign your contractual benefits to a third party; or a mistake induced your entry into the contract. How to Amend Your Contract to Change Your Obligations If you, or the other parties you are contracting with, wish to change any responsibilities contained in the contract, you are entitled to do so. However, all parties must:

  17. Personal

    Price: $29.00 Deed of Assignment of contract A deed of assignment is used to transfer contractual rights and obligations from one person to another. The Deed provides for the outgoing party to promise the contract is valid and up to date.

  18. Selling a Debt: The Legalities, The Contract and the Forbidden

    The assignment of debt. ... The English laws have consequently been adopted in New Zealand and the right to assign "a thing in action" (i.e. a contractual right) ... A common example of such right is the right pursuant to the contract which expressly prohibits the assignment, either entirely or without the consent of all parties. ...

  19. Selling your business or moving premises ...

    An assignment of lease is when you assign your obligations to the landlord under the lease, to a new tenant. This new tenant will become responsible for paying the rent, outgoings, renewing the lease, etc. ... Wade Hansen on 09 837 6885 or at [email protected]. Do you need to assign your lease? Ensure your interests are protected ...

  20. Assignment of Contract: What Is It? How It Works

    An assignment of contract is simpler than you might think. The process starts with an existing contract party who wishes to transfer their contractual obligations to a new party. When this occurs, the existing contract party must first confirm that an assignment of contract is permissible under the legally binding agreement.

  21. Water Services Acts Repeal Act 2024

    places the Crown, the department, or any other person in breach of contract or confidence or otherwise makes them liable for a civil wrong; or (b) places any of those persons or any other person in breach of an enactment, a rule of law, or a provision of a contract that prohibits, restricts, or regulates the assignment or transfer of property ...

  22. Pakistan terminates fast bowler Rauf's contract for refusing to play

    Haris Rauf's contract has been canceled by the Pakistan Cricket Board after the fast bowler refused to tour Australia for a three-test series last year. ... Haris Rauf of Pakistan bowls to New Zealand during their T20 cricket match in Christchurch, New Zealand, Friday, Jan. 19, 2024. (John Davidson/Photosport via AP)

  23. Press release: Phillies Agree to Contract with Spencer Turnbull

    The Phillies have agreed to terms on a contract for the 2024 season with right-handed pitcher Spencer Turnbull. To make room for Turnbull on the 40-man roster, right-handed pitcher McKinley Moore was designated for assignment. Phillies President of Baseball Operations David Dombrowski made the announcement. Turnbull, 31, was limited to

  24. Pakistan army urges unity as ex-PMs both declare election win

    Imran Khan and Nawaz Sharif both say they have emerged victorious in polls that defied predictions.

  25. Manage your Microsoft 365 subscription or Office product

    If you selected My Microsoft account, the Microsoft account dashboard will open.This is where you manage your Microsoft account and any Microsoft products associated with this account. On the Microsoft account dashboard, select Services & subscriptions to view all Microsoft products associated with this account. For non-subscription versions of Office (such as Office 2013 and later):