Definition
Capable of being transferred to another person or party by way of assignment. A right, interest, contract, or instrument is assignable when the law, its own terms, and the nature of the interest permit the holder to convey it to a third party, who then steps into the original holder's position.
The term operates across multiple legal contexts:
1. Contracts and rights: A contractual right is assignable when transfer is not prohibited by the contract's terms, by statute, or by the nature of the obligation. Rights that are purely personal — those depending on the particular skill, identity, or creditworthiness of one party — are generally not assignable without consent.
2. Negotiable instruments: A bill of exchange, promissory note, or similar instrument is assignable (often used interchangeably with "negotiable" in older sources) when it may be transferred by endorsement or delivery so that the transferee acquires independent rights to enforce it.
3. Leases and real property interests: A leasehold is assignable when the tenant may transfer the entire remaining interest to a new tenant. Assignability is distinct from the right to sublet. Many commercial leases contain anti-assignment clauses requiring landlord consent.
4. Marriage settlements and trust instruments: Whether a beneficial interest is assignable determines whether a creditor can reach it or whether a spendthrift provision insulates it from transfer.
Common Language
Modern common usage (Wiktionary): Capable of being assigned in any sense; also, capable of being specified or shown.
Historical common usage (Webster's 1913): Capable of being assigned, allotted, specified, or designated — as an assignable note, an assignable reason, or an assignable quantity.
In ordinary English, "assignable" carries a broad meaning that includes identifying or designating something (an assignable cause, an assignable error). In legal usage, the term is narrower and directional: it describes whether a legal interest or instrument can be transferred to a third party. A researcher reading an older brief that calls something "an assignable reason" is likely encountering the non-legal sense of the word; context is essential.
Common Confusion
Assignable and negotiable are often used interchangeably in historical sources, including Black's and Burrill's, particularly when discussing bills of exchange. They are not synonyms. Negotiability is a technical status governed by the law of negotiable instruments: a holder in due course of a negotiable instrument takes free of most defenses. An assignee of a merely assignable instrument takes subject to all defenses the obligor could raise against the original holder. The distinction matters acutely in commercial law research — finding "assignable" in an older case about a bill of exchange does not confirm the instrument was negotiable in the technical sense.
Why It Matters in Research
The core research challenge with assignable is that its meaning is contextual and era-sensitive. Before the Uniform Commercial Code unified negotiable instruments law, courts used assignable and negotiable loosely and sometimes interchangeably. A case decided under 19th-century commercial law may call a note "assignable" when a modern analyst would ask whether it was negotiable — different legal consequences follow from each.
In contract research, the question of whether a right is assignable has been significantly reshaped by the Restatement (Second) of Contracts and the UCC. Pre-20th-century cases may reflect a more restrictive baseline rule (rights not assignable absent express permission), while modern doctrine presumes assignability subject to enumerated exceptions. Reading older cases on assignability without accounting for this shift can produce false conclusions about the default rule.
In landlord-tenant research, courts and leases distinguish between assignability and the right to sublet. The two are frequently conflated in lay drafting. Corpus sources dealing with residential tenancies may reflect local statutory modifications to common law assignability rules.
In trust and settlement law, the Rapalje & Lawrence entry flags the question of assignability within marriage settlements specifically — a niche but recurring issue in equity cases where beneficiaries attempted to anticipate or creditors attempted to attach beneficial interests. Researchers tracing the history of spendthrift trust doctrine will encounter assignable as a central operative term.
The phrase "not assignable" appears as a term of art in some older instruments and cases. Its legal effect is not always obvious from context: in some settings it creates an absolute bar; in others it is treated as a condition requiring consent rather than a prohibition on transfer.
Historical Dictionary Support
Black's (both editions), Burrill's, and Rapalje & Lawrence are in close agreement: all define assignable as capable of being assigned or transferred, with negotiable noted as a synonym in the context of bills of exchange. All three cite the same two authorities — Comb. 176 and Story on Bills § 17 — suggesting a shared lineage rather than independent analysis. This limits their value as independent corroboration.
Rapalje & Lawrence adds the most useful navigational detail by flagging two specific case references: one addressing assignability within marriage settlements (9 Ves. 310) and one addressing the meaning of "not assignable" (63 Barb. (N.Y.) 279). These pointers are not available in the other dictionaries and indicate that the term carried specific judicial content on both edges — what qualifies as assignable and what consequences follow from an express designation as not assignable.
What the historical dictionaries do not address: the distinction between assignability of rights versus assignment of burdens or duties; the effect of anti-assignment clauses; and the evolution of assignability under modern codifications. Researchers should treat the historical entries as definitional starting points only.
Jurisdictional Note
Most U.S. jurisdictions follow a general common law presumption that contract rights are assignable unless the assignment would materially change the obligor's duty, materially increase risk, or the contract expressly prohibits it. Lease assignability is heavily regulated by statute in several states, particularly for residential tenancies, which may override lease terms purporting to restrict assignment entirely.
Encyclopedia Cross-Reference
Assignment of Rights — Anti-Assignment Clauses (The Law Mind Contracts & Commercial Law Encyclopedia)
Landlord-Tenant — Assignment and Subletting (The Law Mind Property Law Encyclopedia)
Assignment of Income Doctrine (The Law Mind Tax Encyclopedia)