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This is related to business contracts and what constitutes…

This is related to...

This is related to business contracts and what constitutes assignment. Is a transfer of stock (60%) considered an assignment under NY State law? There is not change in the existing company or persons performing under the contracts.

Lawyer's Assistant: Has anything been filed or reported?

Not yet. The contract is governed by NY law.

Lawyer's Assistant: Anything else you want the lawyer to know before I connect you?

We're trying to determine if the stock transfer requires advance notice and approval under the contract. The clause states "The rights, obligations, and other interests of Supplier shall not be assigned by Supplier, in whole or in part, without the prior written consent

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Answered in 4 minutes by:
12/20/2017
Loren
Loren, Attorney
Category: Legal
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Just to clarify, there is no change in the parties and the agreement itself was not assigned, only the ownership of one of the corporate parties to the agreement?

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Customer reply replied 5 months ago
Correct. No change in the parties. The company is selling 60% of the stock. Current members of the board remain on the board. New stock holders will assign two additional board members. The company selling the stock is not changing it's name, day-to-day management does not change, etc.

Thank you for the additional information,

Unless the contract provides otherwise, a transfer in the stock ownership of the corporate party to an agreement will change the enforceability of the agreement.

Nor is it treated as an an assignment of the actual agreement. The shareholders are not the same as the corporate entity and the agreement just continues seamlessly against the corporation, with its new shareholder.

If (and only if) you are completely satisfied that your question is answered, please remember to leave a favorable rating (click 5 stars in the rating section on this page). It is the only way that I am credited by JustAnswer for answering your question.

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DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.

The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).

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