Definition
An assignment is the transfer of a right, interest, or property from one party (the assignor) to another (the assignee). A transfer is the broader genus of which assignment is one species — encompassing any act by which ownership or an interest in property, a contract right, or a legal claim passes from one person to another.
Together, "assignments and transfers" names the field of law governing how interests move between parties outside of inheritance or judicial process. The compound phrase appears most often in statutes, treatise headings, and contract provisions that mean to sweep in all voluntary mechanisms of conveyance — not only formal assignments but also negotiation, endorsement, novation, and related acts.
Several distinct contexts give the term its practical content:
1. Contract rights. A party to a contract may assign its right to receive performance to a third party. The assignee steps into the assignor's position and may enforce the right directly, subject to defenses the obligor could have raised against the original assignor.
2. Personal property. Ownership of personal property — goods, instruments, intangibles — may be transferred by sale, gift, or assignment. The formalities required depend on the type of property and the jurisdiction.
3. Real property interests. Fee interests transfer by deed; lesser interests such as leases, easements, and mortgages may be assigned, subject to rules specific to each interest type and to any anti-assignment clauses in the underlying instrument.
4. Intellectual property and intangibles. Patents, copyrights, trademarks, and contractual claims may be assigned, typically in writing, and are subject to their own recording requirements and limitations.
5. Business interests. Shares of stock, partnership interests, and LLC membership interests transfer according to governing documents, applicable statutes, and any restrictions on transferability built into the entity's structure.
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Common Confusion
"Assignment" and "novation" are frequently conflated. In an assignment, the assignor transfers a right but — unless released — typically remains liable on any corresponding duties. In a novation, the original party is substituted out entirely, discharged from all obligations, and replaced by a new party with the obligor's consent. The distinction matters acutely in contract and debt contexts: an assignee of a lease takes the benefit of the landlord's covenants, but without a novation the original tenant may remain on the hook for rent.
"Transfer" is sometimes used interchangeably with "conveyance," but conveyance is usually reserved for transfers of real property interests by deed. Transfer is the appropriate term for the broadest range of property-passing acts.
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Why It Matters in Research
The compound heading "Assignments and Transfers" signals a cross-cutting organizational category rather than a single doctrine. When researching historical sources, a researcher who looks only under "Assignment" may miss governing rules filed under "Transfer" (or "Conveyance," "Negotiation," or "Alienation"), and vice versa. Always search both terms in historical digests and treatises.
The most critical research trap in this area is the conflict-of-laws dimension. Whether a voluntary assignment is valid, and whether it is effective against third-party creditors, may depend on which jurisdiction's law governs — the place of the contract, the domicile of the assignor, the situs of the property, or (for intangibles) the law of the obligor's location. This conflict-of-laws layer is embedded in older sources but rarely surfaced explicitly; a rule stated as universal in a nineteenth-century treatise may in fact reflect only one jurisdiction's resolution of the conflict.
For transfers of specific asset classes, the relevant law has changed substantially. Article 9 of the Uniform Commercial Code now governs most assignments of personal property as security; pre-UCC research under chattel mortgage and pledge law requires different search strategies. Mortgage assignments are governed by a mix of real property recording acts, negotiable instrument law, and (since the late twentieth century) questions raised by electronic registry systems such as MERS. Partnership and LLC interest transfers are shaped by both the entity's organic documents and state uniform act versions that vary significantly across jurisdictions and across time.
When using Bouvier's or similar nineteenth-century dictionaries, note that the choice-of-law rules stated there — particularly regarding the reach of the lex situs versus the law of the assignor's domicile — may not reflect modern doctrine, and the cases cited are almost entirely state-court authority predating federal procedural consolidation.
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Historical Dictionary Support
Bouvier's Law Dictionary addresses the conflict-of-laws dimension directly: voluntary assignments of personal property, valid where made, will transfer the property everywhere — citing authority from New York, New Jersey, Pennsylvania, Louisiana, Connecticut, and Massachusetts in support of this general rule. But Bouvier immediately qualifies it: the rule does not hold as against citizens of the state of the situs who attach the property before the assignee obtains possession, and at least one Maryland authority goes the other way entirely.
This structure — broad rule, situs-creditor exception, split of authority — is characteristic of the historical treatment and reflects a genuine doctrinal conflict that was not uniformly resolved in the nineteenth century. Bouvier's entry is more useful as a map of the controversy than as a statement of settled law, and researchers should treat the cited state cases as jurisdiction-specific starting points rather than universal authority.
What Bouvier does not cover — and what historical dictionaries generally omit — are the modern statutory frameworks that now largely govern this area: Article 9 of the UCC for personal property security assignments, federal copyright and patent assignment recording requirements, and the wave of mortgage assignment litigation that emerged in the early twenty-first century.
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Jurisdictional Note
Transferability of interests is among the most jurisdiction-sensitive topics in private law. State UCC adoptions vary in their Article 9 revisions; partnership and LLC acts exist in multiple uniform act versions adopted at different times in different states; and real property recording requirements for assignments differ materially by state. Any research that will be applied to a specific transaction should be anchored in the law of the relevant jurisdiction before relying on general treatise statements.
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Encyclopedia Cross-Reference
The Law Mind Property Law Encyclopedia — Easements: Transfer and Assignment of Easements
The Law Mind Property Law Encyclopedia — Mortgages: Transfer of the Mortgage (Assignment, Negotiability, MERS)
The Law Mind Business Organizations & Corporate Law Encyclopedia — Limited Partnerships: Transferability and Assignment of Limited Partnership Interests
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