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We have a Master service agreement with a telecommunication provider, we received a notice of assignment where it's mentioned that they assign all of their rights, title, and interest to another entity. I would like to know if this means that even their obligations and responsibilities under the MSA are being assigned or not?

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  • Are you talking about personal property or real property? Ownership of real property typically comes with a package of obligations, personal property not so much. Are you instead asking whether obligations and responsibilities can be severed from rights, title and interest? For example, I buy your house (get to live it it, rent it out, mortgage it, etc.) but the responsibility to keep it free of nuisances stays with you.
    – Robert Columbia
    Commented May 17, 2022 at 17:52
  • so I have this assignment notice from a supplier of telecom services under the Master service agreement where he assigns all of its rights, interest, and title to another entity, I am wondering if this includes the assignor's obligations and responsibilities of providing the service etc..?
    – Laura
    Commented May 17, 2022 at 18:05

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Generally speaking, an assignment of a party's entire interest in a contract can not sever the obligations of the contract from the benefits of the contract.

This said, in an assignment different from the one described, it is often permissible to assign payment on a contract owed to the assignor to a third-party assignee even though the original assignor retains the obligation to perform the contract - but that doesn't seem to be the nature of an "all right, title and interest" assignment.

There is a rather elaborate body of law governing when this can be done in a manner that relieves the previous party to the contract from serving as a guarantor of the assignee with residual contractual liability (the default rule is that the assignor guarantees the obligations of the assignee, but there are exceptions to the general rule), when the contract can be assigned at all (often yes if expressly authorized by the contract if it is not for personal services calling on an individual's human beings's special expertise), and when pre-transfer liabilities can be assigned (usually not without retaining liability for them).

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