The Assignment of Purchase Contract is a crucial legal instrument in Philippine business and property transactions, used when the original purchaser of goods, property, or rights wishes to transfer their contractual position to a new party. This document type is particularly common in real estate transactions but applies across various commercial contexts. It must comply with the Civil Code of the Philippines, particularly Articles 1311-1313 regarding assignment of rights and obligations. The document becomes necessary when businesses need to restructure their contractual obligations, when investors want to transfer their purchase rights, or in situations involving corporate reorganizations. It includes essential details about the original purchase contract, the parties involved, consideration for the assignment, and any conditions that must be met for the assignment to take effect. The document's format and content are designed to ensure enforceability under Philippine law while protecting the interests of all parties involved.
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1. Parties: Identifies and defines the Assignor (original purchaser), Assignee (new purchaser), and Seller (from original purchase contract)
2. Background: Recitals explaining the original purchase contract and the intention to assign the contract
3. Definitions: Defines key terms used throughout the agreement, including 'Purchase Contract', 'Assignment Date', and 'Purchase Price'
4. Assignment: Core provision detailing the assignment of rights and obligations from Assignor to Assignee
5. Consideration: Specifies the payment or consideration for the assignment
6. Representations and Warranties: Assignor's warranties about the validity of the purchase contract and their right to assign it
7. Assignor's Covenants: Ongoing obligations of the Assignor, including cooperation with the assignment process
8. Assignee's Covenants: Assignee's commitments to perform the obligations under the original purchase contract
9. Seller's Consent: Acknowledgment and consent of the original seller to the assignment
10. Effective Date and Conditions: When the assignment takes effect and any conditions that must be met
11. Governing Law: Specifies Philippine law as governing law and jurisdiction for disputes
12. Execution: Signature blocks for all parties
1. Third Party Consents: Required when additional third-party approvals are needed for the assignment
2. Tax Provisions: Include when specific tax arrangements or obligations need to be addressed
3. Security Arrangements: Used when there are existing securities or new security arrangements needed
4. Broker Provisions: Include when brokers or agents are involved in the assignment transaction
5. Installment Payment Terms: Required when the assignment involves ongoing installment payments
6. Notice Requirements: Detailed notice provisions when complex notification requirements exist
7. Dispute Resolution: Specific dispute resolution procedures beyond standard court jurisdiction
1. Schedule 1 - Original Purchase Contract: Copy of the complete purchase contract being assigned
2. Schedule 2 - Payment Details: Details of outstanding payments and payment schedule
3. Schedule 3 - Property Description: Detailed description of the property or subject matter of the purchase contract
4. Schedule 4 - Existing Encumbrances: List of any existing liens, encumbrances, or restrictions
5. Schedule 5 - Required Consents: List of all required consents and their status
6. Appendix A - Related Documents: Copies of related certificates, permits, or other relevant documents
Relevant legal definitions
Clauses
Relevant Industries
Real Estate
Construction
Commercial Property
Residential Property
Industrial
Manufacturing
Retail
Agriculture
Infrastructure Development
Property Development
Relevant Teams
Legal
Real Estate
Procurement
Compliance
Corporate Affairs
Business Development
Operations
Finance
Risk Management
Property Management
Relevant Roles
Legal Counsel
Contract Manager
Property Manager
Real Estate Manager
Business Development Manager
Commercial Director
Chief Legal Officer
Procurement Manager
Corporate Lawyer
Compliance Officer
Real Estate Agent
Property Developer
Investment Manager
Transaction Manager
Operations Manager
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