Definition
To make an assignment is to formally transfer one's rights, interests, or property to another party (the assignee). The phrase carries two distinct legal meanings depending on context:
1. GENERAL ASSIGNMENT: The transfer of any right, contract interest, or property from one party (the assignor) to another (the assignee). This is the broader, everyday legal usage — a party "makes an assignment" whenever they formally convey a contractual right or other transferable interest to someone else.
2. ASSIGNMENT FOR THE BENEFIT OF CREDITORS (ABC): In its historically dominant legal sense, to make an assignment means to transfer one's property — typically all or substantially all of one's assets — to a neutral third-party assignee who liquidates those assets and distributes proceeds to creditors. This is a voluntary, non-bankruptcy insolvency mechanism. Black's Law Dictionary captures this narrower meaning directly: the phrase meant specifically to transfer one's property to an assignee for the benefit of one's creditors.
Context determines which meaning applies. In contract law discussions, making an assignment is routine and refers to any rights transfer. In insolvency and creditor-debtor contexts, the phrase signals the formal ABC procedure.
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Common Language
Modern common usage (Wiktionary): "Assignment" in ordinary English means the act of allocating a task, duty, or role to someone — a teacher gives students an assignment; an employer assigns work to an employee.
Historical common usage (Webster's 1913): Webster's defines "assignment" broadly as "the act of assigning or allotting" and includes both the general transfer of property and specifically the transfer to creditors, reflecting the legal usage already bleeding into common vocabulary by the nineteenth century.
Editorial note: The gap between common and legal meaning is significant. In everyday speech, making an assignment is something a teacher or manager does — it involves directing a task. In law, it means transferring a legal right or property interest with binding effect on third parties. The insolvency meaning — transferring all one's assets to an assignee for creditor distribution — has no common-language analogue at all, and a researcher encountering the phrase in historical documents must determine from context whether a routine rights transfer or a creditor-remedy procedure is intended.
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Common Confusion
MAKE AN ASSIGNMENT vs. BANKRUPTCY: An assignment for the benefit of creditors is a state-law insolvency alternative to federal bankruptcy. Both address inability to pay debts; neither is the same as the other. Historical sources often use "make an assignment" to mean the ABC procedure specifically, which can mislead researchers who assume insolvency necessarily means bankruptcy. Federal bankruptcy did not displace ABCs — both mechanisms coexist.
MAKE AN ASSIGNMENT vs. DELEGATION: Assigning a right transfers the benefit of a contractual obligation to the assignee. Delegating a duty transfers the burden of performance. A party who "makes an assignment" of a contract may or may not be delegating duties — the two are legally distinct. Historical sources and older pleadings sometimes blur this distinction.
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Why It Matters in Research
The phrase is a research trap because it carries opposite levels of gravity depending on era and context. In nineteenth and early twentieth century sources, "made an assignment" in a commercial dispute almost certainly signals an assignment for the benefit of creditors — a significant insolvency event with consequences for creditor priority, fraudulent transfer analysis, and litigation standing. In modern contract law sources, the same phrase describes a routine transaction that happens millions of times a day.
Researchers working in historical commercial law, creditor-debtor materials, or nineteenth-century bankruptcy sources should treat the phrase as a red flag prompting context investigation. Check whether surrounding language mentions creditors, insolvency, or an assignee taking possession of assets — if so, the ABC meaning applies and the analysis shifts to state insolvency law, fraudulent conveyance doctrine, and creditor priority rules.
For contract law researchers, the more important question is usually whether the assignment was valid (anti-assignment clauses, non-assignable rights) and what notice requirements applied — issues addressed in the Contracts Encyclopedia entry linked above.
The tax dimension is also non-trivial: under the assignment of income doctrine, making an assignment of earned income does not shift the tax liability to the assignee. A researcher encountering assignment transactions in tax disputes should consult tax_9 before assuming the transferor escaped tax consequences.
Black's single-sentence entry reflects how completely the ABC meaning dominated the phrase in the classical legal dictionary tradition. Modern practitioners would find that definition underinclusive.
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Historical Dictionary Support
Black's Law Dictionary defines the phrase narrowly: "To transfer one's property to an assignee for the benefit of one's creditors." This is accurate as far as it goes but represents only the insolvency usage. The entry does not acknowledge the general contract-law meaning of making an assignment, which is the more common usage in modern practice. The gap is historically understandable — Black's was synthesizing the phrase as a term of art in commercial and insolvency contexts where it most often appeared as a defined legal event. Researchers relying solely on Black's would miss the broader transactional meaning entirely.
No other source dictionaries were available for synthesis in this entry. The absence of additional historical dictionary sources is itself a research note: the phrase is often defined implicitly through discussion of assignment doctrine rather than as a standalone entry, making contextual reading of primary sources essential.
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Jurisdictional Note
Assignment for the benefit of creditors is a state-law remedy, and its procedures, priority rules, and scope vary significantly by state. California, Florida, and New York each have developed statutory or common-law ABC frameworks that differ in creditor rights and assignee duties. A researcher cannot assume uniform treatment across jurisdictions.
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Encyclopedia Cross-Reference
contracts_102: Assignment of Rights — Anti-Assignment Clauses (The Law Mind Contracts & Commercial Law Encyclopedia)
tax_9: Assignment of Income Doctrine (The Law Mind Tax Encyclopedia)
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