assignment

Which translation, when

Why

English assignment clauses are drafted wide, neither party may assign its rights and obligations, and the single verb hides a line German law refuses to blur. Claims travel light, § 398 BGB, assignor and assignee agree and the debtor simply gets a new creditor, subject to § 399 BGB and any agreed prohibition. Duties never travel that way, a debtor cannot hand its burden to a third party without the creditor saying yes, § 415 Abs. 1 BGB makes the Genehmigung of the creditor the hinge, and the transfer of a contract as a whole, the Vertragsübernahme, needs all three at the table. So the uniform German verb abtreten covers only half of what the English clause said, and the half it drops is the half with the consent requirement in it, the piece that protects the party reading the translation.

Typical mistakes

• Rechte und Pflichten abtreten is not German law, Pflichten are übernommen, not abgetreten, and the phrase marks the clause as unchecked output.
• Abtretung dieses Vertrages blurs claim and contract, the whole agreement moves by Vertragsübernahme, and the claims word hides the consent everyone would have to give.
• The English split between legal and equitable assignment has no German twin, § 398 BGB knows a single, form-free transfer, and notice to the debtor merely stops discharge by payment to the old creditor, § 407 BGB.
• An agreed prohibition of assignment does less than expected between merchants, § 354a Abs. 1 HGB keeps the assignment of money claims effective regardless, though the debtor may still pay the old creditor.

What matters

Financing and factoring make the clause operative: a lender wants the receivables, that is Abtretung, § 398 BGB, done between seller and bank. A buyer taking over the whole supply relationship wants a Vertragsübernahme, and the counterparty must consent, so the German rendering of the assignment clause decides whether the reader believes the deal can happen without asking anyone.

Examples