Definition
An assignor is a person who makes an assignment — that is, one who transfers a right, interest, or property to another party. The recipient of the transfer is the assignee. The term applies across legal contexts: assignment of contracts, transfer of debt instruments and choses in action, conveyance of intellectual property rights, and general assignments for the benefit of creditors. The assignor's power to shape the assignment is not unlimited: while an assignor may generally impose conditions and restrictions on a simple assignment, an assignor who makes a general assignment in trust for creditors loses the power to attach conditions that would diminish creditors' rights.
Common Confusion
ASSIGNOR VS. GRANTOR
An assignor transfers an interest — typically a contractual right, claim, or personal property interest. A grantor conveys real property by deed. The distinction matters in historical New York practice and early code pleading contexts, where courts expressly held that a grantor of land is not an assignor within the meaning of assignment statutes. Researchers working with 19th-century New York decisions should take care not to treat the terms as interchangeable.
Why It Matters in Research
The term is stable across sources and centuries — every historical dictionary agrees on the core definition. What changes is the legal context governing what an assignor can and cannot do.
The most important research distinction is between a simple (or partial) assignment and a general assignment for the benefit of creditors. In a simple assignment, the assignor retains significant flexibility to impose conditions and restrictions. In a general assignment for creditors, that flexibility collapses: the assignor cannot attach conditions that would deprive creditors of rights they would otherwise hold. Bouvier's makes this limitation explicit and cites supporting authority from Massachusetts and New York courts.
The assignor/grantor distinction is a trap in historical New York materials. Rapalje & Lawrence flag it directly, with citations to New York Court of Appeals and Supreme Court decisions establishing that a grantor of land is not an assignor within the relevant statutory framework. Researchers using early New York code pleading authorities must be alert to this classification question, particularly when the instrument at issue involves real property.
The assignor of a non-negotiable promissory note occupies a distinct position from the endorser of a negotiable instrument. Rapalje & Lawrence cite New York practice authorities on point. The assignor of a non-negotiable note warrants the note's existence and their right to transfer it but does not carry the same liability as a negotiable instrument endorser. This distinction is practically significant when tracing rights and defenses available to makers and obligors.
In patent and intellectual property contexts, the assignor estoppel doctrine imposes a restriction that does not appear in the historical dictionary sources at all — an assignor who transfers a patent cannot later challenge the validity of that patent in litigation against the assignee. Researchers should not expect to find this doctrine in 19th-century dictionary sources; it is a 20th-century development that requires independent research beyond the historical corpus.
Historical Dictionary Support
All five sources agree on the core definition without meaningful variation: an assignor is one who makes an assignment or transfers property to another. Black's (both editions) and Burrill use nearly identical language. Burrill adds the Latin equivalent (assignator) and the Scots law equivalent (cedent), which is useful for researchers working with Scottish or early common law sources.
Bouvier's is the most substantive entry, extending beyond the definition to address the assignor's limited power in general assignments for creditors. This limitation — that conditions cannot be imposed to defeat creditors' rights — reflects the principle that a general assignment for the benefit of creditors is a quasi-fiduciary instrument, not an ordinary private transfer. Bouvier's cites Massachusetts and New York authority in support, though the specific reporters (14 Pick., 15 Johns., 7 Cow.) require standard 19th-century citation translation for modern research use.
Rapalje & Lawrence take a different approach, structuring their entry primarily as a case digest cross-reference. They distinguish the assignor of a promissory note from the grantor of land, with specific citations to New York practice courts. This is the most practically navigational of the historical entries for researchers working in early New York code pleading materials.
No historical dictionary source addresses assignor estoppel, patent assignments, or the modern intellectual property assignment framework. These omissions are expected given the era of the sources, not gaps in the sources themselves.
Jurisdictional Note
New York 19th-century code pleading materials drew careful distinctions between assignors of different instrument types — land, negotiable notes, non-negotiable notes — with different procedural and substantive consequences for each classification. Researchers working outside New York should verify whether their target jurisdiction imported similar distinctions from common law or developed independent assignment doctrine.