Difference between Contract Assignment and Novation

When it comes to business contracts and agreements, it`s important to understand the differences between different types of legal arrangements. Two common terms in the world of contracts are “contract assignment” and “novation.” While these two concepts may seem similar, they refer to distinct legal actions with their own implications and consequences.

Contract Assignment

A contract assignment occurs when one party to a contract (the assignor) transfers their rights and obligations under that contract to a third party (the assignee). In other words, the assignor gives their contractual rights to the assignee, who then becomes responsible for fulfilling the original contract terms. This type of arrangement is common in business contexts, where companies may need to transfer contractual obligations to other parties for various reasons.

For example, imagine that Company A has a contract with Company B to provide consulting services. However, Company A is unable to fulfill the terms of the contract for some reason. Instead of canceling the contract altogether, Company A may choose to assign their rights and obligations to Company C, a third-party consulting firm. In this scenario, Company A would no longer be responsible for fulfilling the contract, and Company C would take over the responsibility instead.

It`s important to note that a contract assignment does not release the assignor from their contractual obligations entirely. While the assignee takes over primary responsibility for fulfilling the contract terms, the assignor may still be liable if the assignee fails to meet those obligations.


Novation is another legal concept that relates to contractual obligations, but it differs from contract assignment in a few key ways. Novation occurs when all parties to a contract agree to discharge the original contract and replace it with a new contract. Essentially, the original contract is ended, and a new contract is created in its place with different terms and obligations.

Unlike contract assignment, novation fully releases the original party (or parties) from their contractual obligations. The new contract is a fresh agreement with new parties who take over the original obligations and rights.

For example, let`s say that Company A has a contract with Company B to provide accounting services. However, Company A decides that they want to switch to a different accounting firm, Company C. Instead of simply assigning the rights and obligations to Company C, the two companies agree to discharge the original contract altogether and create a new contract between Company A and Company C. This new contract would outline the updated terms and obligations, and Company B would no longer have any involvement in the agreement.

Final Thoughts

Understanding the differences between contract assignment and novation is crucial for any business owner or professional who works with contracts on a regular basis. While these two concepts may seem similar, they have distinct legal implications and consequences. Contract assignment involves transferring rights and obligations to a third party, while novation involves discharging the original contract and creating a new agreement altogether. By staying informed about these concepts, you can ensure that your business contracts are properly managed and legally sound.