This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
If A has a contract with B, and A wishes to secure the benefits arising from the performance of such contract to C, he may obtain this result in a number of different ways. A may enter into a contract with C by which A may agree to pay over to C the benefits of such performance when B performs. Under such an arrangement no attempt is made to substitute C for A or to give to C any right against B. A's right against B remains unimpaired by the contract between A and C, and C's only right is against A. Analogous to the foregoing case is the case in which A may have a contract with B, and in order to enable him to perform such contract, A may enter into a contract with C. This transaction gives C no rights against B, growing out of the agreement of the parties, and it leaves unimpaired A's rights and liabilities as against C. If any distinctive name is given to the contract between A and C, it is called a subcontract and it is not discussed in connection with assignment. A may attempt to transfer to C whatever rights A has against B and to substitute C in place of A, so that C may, if necessary, secure the benefits of performance on the part of B by an action which C may bring against B. It is this sort of a transaction which is usually called "assignment," and which is discussed under that title. If A has entered into a contract with B, and A has also entered into a contract with C, it is possible for A, B and C to enter into a new contract, by the terms of which A's rights and liabilities are all eliminated, and C has a contract which he may enforce against B. Because of the necessity of separate contracts in the first instance, and a new contract as a substitute for the two original contracts,.this is ordinarily not classed as assignment, but it is called "novation," and it is discussed under that title.1 Assignment in the broadest use of the term is a transfer of property or of an interest therein, by one person to another.2 It ordinarily means the transfer of the entire interest of the assignor.3 In a narrower sense, it is used of a transfer of personalty.4
1 See ch. LXXV.
2 Guaranteed State Bank v. D'Tar-mett, - Okla. - , 169 Pac. 639.
"The word 'assignment' has several meanings. In a broad sense it is used to signify the act by which one person transfers to another, or causes to vest in such other the entire right, interest or property which he has in any realty or personalty, in possession or in action, or some share, interest or subsidiary estate therein. It is more particularly applied to a written transfer, as distinguished from a transfer by mere delivery." Johnson v. Brewer, 134 Ga. 828, 31 L. R. A. (N.S.) 332, 68 8. £. 590.
See also, Schee v. La Grange, 78 Ia. 101, 42 N. W. 616.
"'Assignment" may be used in a statute with reference to a stock certificate in. the sense of a written instrument assigning such certificate." Burnsville Turnpike Co. v. State, 119 Ind. 382, 3 L. R. A. 265, 20 N. £. 421.
On the general subject of assignment, see Assignability of Contract, by Frederic C. Woodward, 18 Harvard Law Review, 23; Assignment of Contract, by Clarence D. Ashley, 19 Yale Law Journal,' 160; Assignment of Choses in Action, by W. R. Anson, 17 Law Quarterly Review, 90, and Assignment of Debts, by £. Lumley, 28 Law Quarterly Review, 184.
See also, Property in Chattel*, by Percy Bordwell, 29 Harvard Law Review, 374, 501, 731; The Nature of a Policy of Insurance with Regard to Its Assignability, by Chauncey G. Parker, 1 Harvard Law Review, 388, and Purchasers and Mortgagees as Assignees of Fire Insurance Policies, by James Edward Hogg, 24 Juridical Review, 228, 325.
3 Guaranteed State Bank v. D'Yar-mett, - Okla. - , 169 Pac. 639.
4 Loyal Mystic Legion v. Jones, 73 Neb. 342, 102 N. W. 621.
Assignment of a contract is the transfer by one of the parties thereto to another person not a party thereto, of his interest therein.5 The term "assignment" is used in this sense only of non-negotiable contracts.6 If a negotiable contract is transferred in such a way as to preserve its negotiability, different considerations exist.7
The term "assignment" is sometimes used of the legal consequences of certain facts, such as the death of one of the parties to the contract, his bankruptcy, and the like, by which his rights of action become vested in his successor without regard to the actual agreement of the parties. This is sometimes referred to as assignment by operation of law. It resembles assignment by agreement of the parties in that the right of a party to a contract may be transferred to one who was a stranger to the original contract. It differs from it in that such transfer does not depend upon the agreement of the person from whom the interest passes, but that it is effected by the law without regard to such agreement.8
In discussing the validity and affect of an assignment by the voluntary act of the parties, a distinction must be made between total assignments in which the assignor attempts to transfer his entire interest in the contract and partial assignment by which the assignor attempts to transfer to the assignee only a part of the interest in the contract which the assignor had originally.9