Must An Assignment Be In Writing?

• Published date: 18 November 2021
• Subject Matter: Corporate/Commercial Law, Corporate and Company Law, Contracts and Commercial Law
• Law Firm: Allen Matkins Leck Gamble Mallory & Natsis LLP
• Author: Mr Keith P. Bishop

Lawyers are sometimes asked to render an opinion that "the [bill of sale] is sufficient as to form to transfer the Company's right, title and interest in and to the assets specified in the Agreement to the Buyer". Implicit in this opinion request is an assumption that a bill of sale must conform to some specific form. That assumption, however, is at odds with Section 1052 of the California Civil Code which provides: "A transfer may be made without writing, in every case in which a writing is not expressly required by statute". As the Court of Appeal has explained:

An assignment requires very little by way of formalities and is essentially free from substantive restrictions. "[I]n the absence of [a] statute or a contract provision to the contrary, there are no prescribed formalities that must be observed to make an effective assignment. It is sufficient if the assignor has, in some fashion, manifested an intention to make a present transfer of his rights to the assignee." (9 Corbin on Contracts (rev. ed. 2007) ' 47.7, pp. 147-148; see...