Agreement on the assignment of the right of claim (secondary assignment). Sample 2021. Free legal consultation in Kemerovo

Debt assignment agreement - what is it?

A creditor under a monetary or other obligation may transfer his rights to another person.
Such a transfer is formalized by an assignment of rights agreement, which in legal language is called an assignment agreement. The original creditor transferring rights is called the assignor, and the new creditor is called the assignee. Assignment agreements can be concluded by both individuals and organizations. The need to transfer the debt to another creditor may be caused by various reasons (for example, reluctance to collect the debt through the court). A typical example of an assignment is the transfer of debt under a loan agreement to a collection agency.

As a rule, the assignment of the right to claim a debt is compensated, that is, the new creditor pays the original creditor a fee, the amount of which is specified by agreement between them. The amount of such payment is most often less than the amount of the transferred debt, because otherwise the new creditor will have no reason to purchase the debt. At the same time, the law does not prohibit the gratuitous assignment of the right of claim to a new creditor.

What is called cession

The modern economy presupposes the presence of various ways of interaction among market participants. To regulate these processes, contracts are signed indicating all the nuances of the transaction. One of the interesting agreements between the parties is the execution of the assignment.

An assignment is a assignment of an existing right of claim.

Let's look at the concept with an example. The borrower has a large loan debt to the bank, which he is unable to repay. After some time, collectors call this debtor and ask him to return the money to them, and not to the bank. In this case, the bank that issued the loan transferred the debt to another organization, which will be the new creditor in the future.

At the same time, the new creditor does not have the right to change the terms of the agreement, apply various sanctions, commissions, or increase the amount of debt. The activities of collectors are strictly regulated by legislation, violation of which leads to liability.

There are three parties involved in an assignment transaction:

The assignor is the one who is owed. This party to the transaction transfers his right to claim the debt;
The assignee is the one who takes upon himself the repayment of the debt. Now the borrower will make payments to this person;
Debtor is a participant who, according to the agreement, must pay a certain amount.

The subject of assignment cannot be all debts.

For example, the Civil Code of the Russian Federation does not allow the transfer of rights under such an agreement to:

Moral compensation;
Liabilities resulting from divorce;
Alimony;
Debts of the company to employees as a result of the reorganization;
Compensation for damage to health or life.

An important feature of the assignment is the mandatory notification of the debtor about the transfer of debt to a third party. The existing creditor is obliged to send a notice to the borrower about the change in details for paying the debt. Most often, a registered letter is sent to the debtor's postal address specified in the contract.

Moreover, if for some reason the debtor has not received the sent notice, this is not a reason to refuse payments to the new creditor. The sender of the notification has documents confirming the sending of the letter. He can present them in court in case of litigation.

However, the existing creditor has the right to transfer the right to claim the debt without the participation of the debtor. The latter does not have the right to choose a new creditor or interfere with such a process. His situation does not change in any way, the amount of debt remains the same. Only the details for paying the debt will be changed due to the change of creditor.

When can you transfer a debt?

The law says that debts under any obligations can be assigned to a new creditor, except for cases provided for by law.
In particular, rights of claim cannot be transferred under an assignment agreement if they are inextricably linked with the identity of the creditor (for example, the right to alimony, compensation for moral damage, etc.). As a general rule, the transfer of a debt by way of assignment usually does not require prior consent from the debtor. However, in a number of cases, assignment of rights is possible only with the consent of the obligated person, in particular:

if an agreement between the creditor and the debtor establishes that the transfer of debt is possible only with the consent of the latter;
if regulations provide that the transfer of the right of claim is permissible only with the consent of the debtor;
if the fulfillment of the obligation is closely related to the identity of the creditor.

The rights are transferred to the new creditor to the same extent as they belonged to the previous creditor.
In addition, along with the main debt, the obligations securing it (penalty, etc.) are transferred. Other terms of the agreement under which the debt is transferred to the assignee also remain unchanged. It should be noted that the debt can be transferred even when there is already a court decision to collect the debt in favor of the original creditor. In this case, after drawing up the assignment agreement, you will need to go to court, which will make a ruling on replacing the party in the case. Next, with this definition and the assignment agreement, you need to contact the bailiff service.

Form and essential terms of the assignment agreement

Sample contract.
The agreement on the assignment of rights should be concluded in the same form as the agreement under which the rights are transferred to the new creditor. That is, if the main agreement is concluded in simple written form, then the assignment agreement must be drawn up in simple written form. If the main agreement is certified by a notary, then the assignment of debt, accordingly, must be notarized. If the transaction, the rights under which are transferred to a new person, is registered in Rosreestr, then the assignment agreement is subject to registration (unless otherwise provided by regulations).

The only essential condition of the assignment agreement is its subject. The subject is the right of claim, which is transferred to the new creditor. The text of the agreement should describe the essence of the transferred right of claim and indicate on the basis of which documents it arose. At the same time, it is not at all necessary to reflect in the contract the reasons and motives for such a transfer.

The agreement or court decision from which the transferred right arises must be attached to the assignment agreement.
If such an agreement has annexes, then they also need to be transferred to the new creditor. All other terms of the agreement on the assignment of rights are considered additional and are included in the text of the agreement at the discretion of the parties. All of the above is presented more clearly in a sample agreement for the assignment of the right to claim a debt, available on our website.

The concept of an assignment agreement

This specific type of document can only be signed by the investor and the buyer, often an individual. An investor is someone who finances the purchase of real estate at the foundation pit stage or a little later, that is, he paid 20-30% less than for finished housing. The buyer can be any person.

Important! Registration of the document in question is possible until the house is put into operation. After this, only the signing of the purchase and sale agreement is provided.

The parties to the transaction are:

The assignor is the one who transfers the right of claim to the apartment.
The assignee is the one who acquires it.

According to the Civil Code of the Russian Federation and Federal Law No. 214, along with the right to claim, the assignee receives the burden and responsibilities. In this case, they relate to the payment of the loan balance, if any. It is worth understanding that assignment and assignment of rights are not the same thing, because in the second case, responsibilities also arise that were assigned to the primary owner.

Nuances of the assignment agreement

When concluding an assignment agreement, you need to take into account a number of nuances:

It is advisable to reflect in the text of the agreement a condition regarding which of the parties and within what period of time informs the debtor about the transfer of the right of claim to the assignee. It is more logical to assign this responsibility to the new creditor, since by virtue of the law it is he who bears the risk of the consequences of failure to notify the debtor.
If the debtor, who has not been notified of the transfer of debt, fulfills the obligation to the original creditor, then he is considered to have fulfilled his obligation. And in this case, the new creditor will have to recover from the previous creditor the amount of debt that he unreasonably received.
The transfer of the right of claim can be formalized not only by a bilateral, but also by a tripartite agreement (with the participation of the debtor).
The compensation agreement should specify the amount and procedure for payment of the remuneration paid by the assignee. If the parties enter into a gratuitous agreement, it is best to explicitly state in the agreement that the new creditor has no obligation to pay remuneration.
The former creditor is not responsible for the fulfillment of the obligation by the debtor. An exception will be the situation when he acts as a guarantor of the obligated person to a new creditor.

Features of the transaction for the assignment of rights

There is an agreement on the assignment of rights of claim, and separately there is an assignment agreement. These are slightly different concepts. By assignment, only the right to demand is transferred; by assignment, in addition to the right, a number of obligations are transferred.

Example of assignment. IP "Bukerin" rents office space in the business center. Due to the temporary lack of need for it, he decides to “re-rent” the non-residential premises under a lease agreement to another person, so as not to pay money for unused rent. In this case, an assignment of rights agreement is drawn up, and not an assignment agreement. After all, along with the right to lease, the new landlord is given obligations: making payments for light and heating, the obligation to monitor cleanliness and order, the safety of furniture and household appliances, etc.

When one person decides to sell to another the right to receive money from his debtor, nothing but such a right is transferred. This is already an assignment agreement.

An assignment refers to a civil transaction in which 2 parties participate:

the first - transfers the right to demand (in an assignment - this is the assignor);
the second - receives the right to demand (in an assignment - this is the assignee).

If the agreement is signed according to the model of the agreement of assignment of the DDU, then the parties are the former and the new shareholder.

In this case, the transaction takes place bilaterally, and less often – trilaterally. For example, when transferring a loan debt, the transaction occurs between the bank and the collectors. Consent from the borrower that he now owes it to the agency and not the bank is not required. Exception: if the loan agreement stipulates a ban on assignment, but this will not become an obstacle to the conclusion of documents.

Attention! The debtor must be notified (in writing) that his creditor has changed.

A tripartite sample agreement for the assignment of a right of claim also implies the participation of the debtor.

The assignment transaction can occur:

between legal entities (legal entities);
between an organization and an individual;
between citizens (individuals, individual entrepreneurs).

The transfer of the right to demand can also be formalized by a tripartite agreement, where the third party is the debtor. This need arises in cases where the debtor must find out the changed terms of the legal relationship and agree to them. For example:

the person from whom the right to claim is transferred is essential in the transaction;
the assignor wants to play it safe so that the transaction is not invalidated due to non-compliance with the conditions for informing the debtor. If the debtor becomes a party to the agreement, there is no need to further notify him.

Sample form of an agreement for the assignment of the right to claim a debt

In the event that an agreement on the assignment of the right of claim is required, a sample form for it will look something like this:

TRANSFER AGREEMENT _g.________________ “___” ______________ _____ g. ___________________________________________________________________, referred to as the “Assignor”, represented by ________________________________________, acting on the basis of ______, and _________________________________, referred to as the “Assignee”, represented by ____________________________________, acting on the basis of ________, have entered into an Agreement as follows:

Subject of the agreement The Assignor assigns to the Assignee the right to claim the debt under agreement No. ______ dated "___" _____________ ____, concluded between the Assignor and __________________________________________________________________, referred to as the "Debtor", to the extent and on the terms determined by this agreement. The said agreement is an annex to this Agreement.
Rights and obligations of the parties Obligations of the Assignor:
transfer to the Assignee documents certifying the right of claim;
other duties:________________________________________________. Responsibilities of the Assignee:
notify the Debtor of the transfer of the right of claim to the Assignee no later than ____days from the date of signing the Agreement;
pay the Assignor a remuneration in the amount of _________ rub. no later than ____days after signing the Agreement;
other duties:________________________________________________.
Responsibility of the Parties The Parties are responsible for their illegal actions in accordance with current legislation.
Final provisions The Agreement comes into force from the moment of its signing. The agreement is drawn up in 2 equal copies.
Addresses and details of the parties

Secondary assignment sample agreement

AGREEMENT N assignment of the right of claim (secondary assignment) g. » » g., hereinafter referred to as “Assignor”, (name or full name) in the person acting on the basis of (position, full name

) , on the one hand, and (Charter, regulations, power of attorney or passport), hereinafter referred to as “Assignee”, (name or full name) represented by, acting on the basis of (position, full name.

) , on the other hand, have concluded (Charter, regulations, power of attorney or passport) this Agreement as follows: 1. SUBJECT OF THE AGREEMENT 1.1. The initial legal claim is based on the Agreement (agreement, judicial act, other act or basis) dated » » N between and (name or full name.

)(name or full name) (or: issued, issued) on (name of the court, body) (subject of the agreement, act) in the amount (amount, etc.) of ( ) (substance of the claim) rubles. The deadline has arrived » » g.

Agreement on assignment of the right of claim (secondary assignment)

The agreement on the assignment of the right to claim the Agreement, and their consequences continue to be in effect, the parties conduct additional negotiations to identify acceptable alternative ways of executing this agreement. CONFIDENTIALITY (Sample assignment agreement) 6.

1. The terms of this agreement and agreements (protocols, etc.) thereto are confidential and not subject to disclosure. 6.2.

Important The Parties take all necessary measures to ensure that their employees and other persons do not inform third parties about the details of this agreement and its annexes without the prior consent of the other party. FINAL PROVISIONS (Sample assignment agreement) 7.1.

In all other respects that are not provided for by the terms of this Agreement, the parties are guided by the current legislation of the Russian Federation. 7.2.

Agreement on assignment of claim rights - sample

Attention Colleagues, help! Subject of the agreement: “The Assignor assigns to the Assignee the right of claim against the Company LLC “Ltd” (Republic of Cyprus), hereinafter referred to as the “Debtor”, under the obligations arising from the agreement of assignment of the right of claim from... under the loan agreement from....”

Previously, the Assignor entered into an assignment agreement, under which the Company accepted the rights (claims) to Beta LLC to repay the latter loan and interest on it. But an incident occurred: the Company (Assignee) did not pay on time the cost of the right (claim) assigned to it.

On the same day when such payment should have been received (payment deadline - no later than such and such a date) (i.e., before 00.00), the Assignor enters into a new assignment agreement, in accordance with which the Company became the Debtor.

According to the Assignor, he assigns to the Assignee (new creditor) not the obligation arising from the loan agreement, but the Company’s debt under the first assignment (i.e.

Assignment Agreement: sample Agreement.

In all other respects that are not directly provided for by the provisions of this Agreement, the Parties are guided by the norms of the civil legislation of the Russian Federation.
This Agreement is drawn up in two copies having equal legal force, one copy for each Party.
Information about the debtor: LEGAL ADDRESSES AND BANK DETAILS OF THE PARTIES Assignor

Legal address:
Mailing address:
Phone fax:
INN/KPP:
Checking account:
Bank:
Correspondent account:
BIC:
Signature:

Assignee

Legal address:
Mailing address:
Phone fax:
INN/KPP:
Checking account:
Bank:
Correspondent account:
BIC:
Signature:

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“secondary” assignment: how much?

For assigned rights (claims) under the Agreement (agreement, etc.) N The Assignee is obliged to pay the Assignor funds in the amount specified in clause 3.1 of this Agreement. 3. AMOUNT OF THE AGREEMENT 3.1. For assigned rights (claims) under the Contract (agreement, etc.)

) N The Assignee pays the Assignor funds in the amount of ( ) rubles. 3.2. Payment of the amount specified in clause 3.1 of this Agreement is made in a lump sum on time (or according to the monthly payment schedule, which is an integral part of this Agreement).

3.3. The assignee has the right to pay the agreed amount ahead of schedule. 4. RESPONSIBILITY OF THE PARTIES 4.1. For failure to perform or improper performance of this Agreement, the parties are liable in accordance with the current legislation of the Russian Federation. 4.2. Civil Code of the Russian Federation).

The transfer (assignment) of rights of claim can be formalized either by a bilateral or a trilateral agreement.
The assignment agreement can be on a compensated or gratuitous basis; in any case, it is necessary to clearly state the amount and procedure for payment or that the new creditor has no obligation to pay remuneration.
At the same time, the transfer of a claim free of charge between commercial organizations can be regarded by tax and other inspection authorities as a gift agreement, and donation between commercial organizations is prohibited (Article 575 of the Civil Code of the Russian Federation). On the other hand, the fact of “donation of rights” still needs to be proven. In itself, the discrepancy between the size of the consideration and the volume of the transferred right (claim) is not yet a basis for invalidating an assignment agreement concluded between commercial organizations, since by virtue of clause 1 of Art.

Agreement of assignment (assignment of rights)

The Assignor is obliged to transfer to the Assignee, within one day after signing this Agreement, all the necessary documents certifying the rights (requirements), namely: Agreement (agreement, judicial act, other act or basis) dated » » N, specified in clause 1.

1 of this Agreement, with all appendices, additional agreements and other documents that are its integral part, related to ensuring its implementation, reconciliation acts and calculations of interest, penalties, and fines. 2.2.

The Assignor is obliged to inform the Assignee within the same period of time all other information relevant for the Assignee to exercise its rights under the specified Contract (agreement, etc.) No. 2.3.

The Assignor undertakes, within one day after signing this Agreement, to notify the Debtor of the assignment of his rights and obligations under the Agreement (agreement, etc.) N to the Assignee by registered mail with notification. 2.4.

Agreement on assignment of obligations under a contract sample

At the time of transfer of the right of claim, the following existed: - rights ensuring the fulfillment of the obligation - ; (pledge, surety, etc., indicating their details) - unpaid interest in the amount of () rubles; — penalties, fines in the amount of () rubles. 1.2. The original assignor - assigned to the Assignor (name or full name.

) right of claim against the debtor - in the amount (amount (name or full name) ) ( ) rubles, as well as: - rights ensuring the fulfillment of the obligation - ; (pledge, surety, etc., indicating their details) - unpaid interest in the amount of () rubles; — penalties, fines in the amount of ( ) rubles on the basis of the Assignment Agreement dated » »

N (initial assignment). 1.

3.Form of conclusion and procedure for registration of an assignment agreement (using the example of the assignment of rights of claim under a loan agreement) Essential terms of the agreement of assignment of rights Secondary assignment (subsequent assignment) Individualization of the subject of the agreement for secondary assignment Form of conclusion and procedure for registering the agreement of assignment (using the example of assignment of rights of claim under loan agreement) Any agreement on the assignment of rights (hereinafter referred to as PP) must be drawn up in the same way as the agreement that served as the basis for the emergence of claims, i.e. in simple written form or with notarization (clause 1 of article 389, part 1 Civil Code of the Russian Federation dated November 30, 1994 No. 51-FZ). The PP agreement for a transaction that is subject to state registration by law must be registered in a similar manner.

Otherwise, there must be consent to the assignment provided for in the contract

Debt can only be assigned if the statute of limitations has not expired. To confirm the “reality” of the debt, the new creditor should require the assignor to submit a reconciliation report.
The original creditor (assignor) is obliged to transfer to the new creditor, along with the right of claim, all the documents that certify him, and provide information relevant for the implementation of the claim (clause 2 of Article 385 of the Civil Code of the Russian Federation).
The assignment of a claim (assignment) must be drawn up in the form provided for by current legislation for the main agreement. So, according to Art. 389 of the Civil Code of the Russian Federation, the assignment of a claim based on a transaction made in simple written or notarial form must be made in the appropriate written (notarial) form.

The Assignor is obliged to inform the Assignee within the same period of time all other information relevant for the Assignee to exercise its rights under the specified Contract (agreement, etc.) No. 2.3.

At the time of transfer of the right of claim, the following existed: - rights ensuring the fulfillment of the obligation - ; (pledge, surety, etc., indicating their details) - unpaid interest in the amount of () rubles; — penalties, fines in the amount of () rubles. 1.2. The original assignor - assigned to the Assignor (name or full name.

N (initial assignment). 1.

Source: https://obrazrp.ru/vtorichnaya-tsessiya-obrazets-dogovora/