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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
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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 8 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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