What assignment means
Assignment is passing your side of something on.
If a contract gives you the right to be paid, you can usually assign that right to somebody else, and the debtor then pays them instead of you. If you hold a lease over land, you can assign the unexpired part of it to a buyer, and they step into your shoes for the years that remain.
The key idea is that rights generally travel more easily than obligations. You can hand over what you are owed with relative ease. Handing over what you owe usually needs the other party's agreement.
How it is used
In Nigerian property, assignment is the everyday mechanism for selling land. Because the Land Use Act vests ownership of land in the Governor and leaves the rest of us with a right of occupancy, what you actually sell is the remainder of your interest, and the instrument that does it is the deed of assignment.
In commercial contracts, assignment shows up when a business is sold and its customer contracts move to the buyer, or when a lender takes an assignment of receivables as security. Well drafted agreements almost always control it, either banning assignment outright or allowing it only with written consent.
Key features
- Transfers rights from the assignor to the assignee
- Obligations do not transfer automatically, which usually requires novation instead
- Often needs the other party's consent, depending on what the contract says
- For land in Nigeria, carried out by deed and usually needing Governor's consent
- The assignee generally takes the rights subject to whatever defences already existed
How this works in Nigeria
For land, assignment is the heart of the transaction and the paperwork is unforgiving. The deed must be executed properly, stamped, and registered at the state lands registry, and for most statutory titles Governor's consent is required under Section 22 of the Land Use Act.
Without that consent the transfer risks being void, and the Supreme Court has repeatedly enforced the point. Buyers who skip it to save time and money frequently discover years later that what they hold is a receipt, not a title.
Assignment vs novation vs sublease
Assignment moves rights. Novation replaces the entire contract with a new one so that both rights and obligations move, and it needs everybody's agreement. Sublease keeps you in the picture, because you carve out a shorter interest and remain liable to your own landlord.
For a tenant who wants out completely, assignment or novation is the clean exit. Subletting is not an exit at all, because if the subtenant stops paying, the landlord still comes to you.
Limits and risks
You cannot assign what you do not have, and you cannot assign more than you hold. A tenant with three years left cannot assign five.
Many contracts also prohibit assignment without consent, and assigning in breach of that clause can be a breach of contract in itself. Personal contracts, where the other side was relying on you specifically, generally cannot be assigned at all.
Worth knowing
For Nigerian land, an unregistered deed of assignment can lose to a later buyer who registers first, no matter who paid first.