Delaware Assignment Recommendation
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FAQ
The court noted that generally, mergers do not result in an assignment by operation of law of assets that began as property of the surviving entity and continued to be such after the merger.
Unfortunately for most parties involved, no. A contract cannot survive the death of either party unless it's assigned under a corporate agreement (such as stock purchase agreements)--which has its own set of issues--or if the contract is supported by consideration produced before the termination.
In the mergers and acquisitions context, an assignment of a contract from a target company entity to the relevant acquirer entity is needed whenever a contract has to be placed in the name of an entity other than the existing target company entity after consummation of a transaction.
An anti-assignment clause prevents either of the parties to a contract from assigning tasks to a third party without the consent of the non-assigning party. Anti-assignment clauses are of two types: One that prohibits the assignment of work or service pursuant to the contract.
The court noted that generally, mergers do not result in an assignment by operation of law of assets that began as property of the surviving entity and continued to be such after the merger.
{¶ 15} When contracts pass to the surviving company following merger, the surviving company obtains the same bargain agreed to by the preceding company, nothing more. Our decision today honors the noncompete agreement obtained by the employees' original employers.
Court Says Merger is Assignment By Operation of Law A recent Delaware Superior Court decision serves as a reminder that, under Delaware law, a merger may well involve an assignment by operation of law even if the contract itself doesn't specifically use the term merger in the language defining assignments.
General Rule: Contracts are Freely Assignable The general rule is that contracts are freely assignable unless the contract itself, a statute, or public policy dictates otherwise.
The court further held that a merger does not even create an assignment by operation of law. In this case, the oil and gas lease prohibited assignment without the written consent of the landowners. The anti-assignment clause did expressly provide consent for the assignment to a specific entity.
Compania Minera Pangea, a Delaware Superior Court held that a merger in which the contracting entity does not survive may be held to be an assignment by operation of law.
