ASSIGNMENT OF CONTRACT OF PURCHASE AND SALE:

Adding a Title Holder/ Removing a title Holder or removing and replacing a title Holder These are all assignment.

Why assignment and Clause 20A is important. Shadow Flipping?????!!! 2016

New rule came to effect and created clause 20A which consisted of 2 parts:
A+B
20A.RESTRICTION ON ASSIGNMENT OF CONTRACT: The Buyer and the Seller agree that this Contract: (a) must not be assigned without the written consent of the Seller; (b) the Seller is entitled to any profit resulting from an assignment of the contract by the Buyer or any subsequent assignee.

At the time when writing this offer, if your buyer is uncertain if they need to add, remove or replace on to the contract (And this is a very early conversation when qualifying your buyer) YOU MUST. Include the following clause to the contract:

“Notwithstanding Section 20A of the Contract, the Parties agree that the Buyer may, without the consent of the Seller, add (insert name of specific party/parties), an additional buyer to the contract prior to closing. The Seller’s consent does not release the Buyer from liability under this Contract.”

Or to remove or to assign the contract to a different buyer or "company controlled by the buyer".

When this is inserted to the contract AT THE TIME THE OFFER, it is important to cross off 20A Who are you working? Buyer (So I’d cross a+b)

Then provide the Listing agent (SELLER) with a copy of “Notice To Seller Regarding Assignment Terms” WITH YOUR OFFER.

Now what happens if your buyer calls you and says oh mine, we have a problem and I need to add my husband or someone’s name for getting approval AFTER the accepted offer:
It is not fun and games always, as every time you want to add or revise a contract, it will bring the risk of opening it and possibility of a party to deny the whole thing.

BUT” it is recommended to add:

“The Proposed Amendment is not intended to be a counter-offer or a repudiation of the Contract.
Unilateral execution of this Addendum by either the Sellers or the Buyers hereto shall not constitute a counter-offer and shall not, until executed by the Sellers and the Buyers, have any effect on the underlying Contract. The Proposed Amendment will be effective if and when this Addendum is executed by the Sellers and Buyers. Upon such execution, the Sellers and the Buyers thereby ratify and confirm that all other covenants, terms and conditions of the Contract remain the same, save as amended by the Proposed Amendment and that time shall be of the essence. The Sellers and Buyers specifically confirm that this Addendum is executed under Seal”

That’s better than not having it and then continue adding your alteration to the contract and in this case, adding a buyer, removing a buyer or replacing the buyer’s name.

Q. Who signs the addendum for assignment?

All existing parties + the new person adding to it.?

Q. How about the subject removal?

A - Now that the contract has been assigned, there is no need to include the original party as a signatory. However, the heading of the amendment should reference the original parties because those are the parties under the original contract. For clarity after the original buyer's name in the heading, you can put in brackets "(as assigned to --insert name of new buyers--)”. Then have the new buyers sign the subject removal.

Q. What if we did not have the assignment clause and did not cross of the 20A clause?

A - At this time, it is the power of negotiation and whether the Seller side agree to the Buyer request to assign the contract. If they do, you need to form an amendment for assignment.

Q. Continue to this, by amending do i need to send the “Notice To Seller Regarding Assignment Terms” form to the seller?

A- No, it is not necessary.