Assignment and novation, and contract categories

Assignment and novation

Assignment transfers a contractual right from an assignor to an assignee. Delegation transfers performance of a duty; it does not itself release the original party from liability. A buyer's assignment of purchase rights may accompany a delegation of payment duties. Check contractual restrictions and the nature of the obligation before deciding a transfer is permitted.

Novation replaces an existing obligation with a new one by agreement of the necessary parties and extinguishes the old obligation. When a new buyer replaces the original buyer through novation, the seller agrees to the substitution and the original buyer's release. Permission for someone else to perform is not itself a release.

Independent contract categories

• Express versus implied-in-fact: terms stated in spoken or written words versus agreement inferred from conduct. Express does not mean written; conduct does not eliminate a legal writing requirement.
• Bilateral versus unilateral: an exchange of promises versus a promise inviting acceptance through performance. A typical purchase agreement is bilateral. Count commitments, not signatures.
• Executory versus executed: performance remains due versus full performance. Signing a document may be called executing it, but a signed purchase contract awaiting closing is still executory.
• Valid, void, voidable, and unenforceable: a legally binding agreement; an agreement with no legal effect as a contract; an agreement a protected party may avoid; and an agreement whose judicial enforcement is barred. Fraud can make a contract voidable by the injured party.

Florida writing requirement

Florida Statutes section 725.01 generally requires a written agreement or memorandum signed by the party to be charged for a sale of land or a lease longer than one year. An oral land-sale agreement illustrates an enforcement problem, not an implied contract merely because it is unwritten. For exam classifications, use the stated facts; actual disputes can involve exceptions and require legal advice.

One agreement may simultaneously be express, bilateral, valid, and executory.