An Assignment Of Purchase Contract is a crucial legal instrument used in New Zealand when the original purchaser of property or assets wishes to transfer their rights and obligations under a purchase contract to a new party. This document is commonly used in situations where the original purchaser cannot or chooses not to proceed with the purchase, but has found another party willing to take over the contract. It must comply with New Zealand's legal framework, particularly the Contract and Commercial Law Act 2017 and Property Law Act 2007. The assignment document details the transfer of rights, responsibilities, and obligations from the Assignor to the Assignee, including handling of deposits, purchase price adjustments, and any conditions from the original contract. It's particularly important in real estate transactions but can apply to various types of purchase contracts, requiring careful consideration of GST implications and potentially the vendor's consent.
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1. Parties: Identifies the Assignor (original purchaser), Assignee (new purchaser), and Vendor (original seller) with full legal names and addresses
2. Background: Outlines the original purchase contract details, reason for assignment, and context of the transaction
3. Definitions: Defines key terms used throughout the document including 'Original Purchase Contract', 'Settlement Date', 'Assignment Date', etc.
4. Assignment: Core clause that transfers the rights and obligations under the purchase contract from Assignor to Assignee
5. Consideration: Details the payment or consideration for the assignment, including any deposit arrangements
6. Assignor's Warranties: Warranties given by the Assignor regarding the validity of the purchase contract and their right to assign
7. Assignee's Covenants: Assignee's commitments to perform all obligations under the original purchase contract
8. Settlement and Completion: Process and requirements for completing the assignment transaction
9. Costs and GST: Allocation of legal costs, GST obligations, and other expenses
10. General Provisions: Standard clauses covering governing law, notices, entire agreement, etc.
11. Execution: Signing provisions and execution blocks for all parties
1. Vendor's Consent: Required if the original purchase contract requires vendor's consent for assignment
2. Deposit Assignment: Used when there's an existing deposit paid by Assignor that needs to be dealt with
3. Conditions Precedent: Include when assignment is subject to specific conditions being met
4. Real Estate Agent Commission: Required if there are commission arrangements to be addressed
5. Due Diligence: Include if Assignee requires a due diligence period
6. Guarantee: Used when a guarantor is required for the Assignee's obligations
7. Confidentiality: Include when parties require specific confidentiality provisions
1. Original Purchase Contract: Copy of the full purchase contract being assigned
2. Property Details: Detailed description of the property or assets involved in the purchase contract
3. Payment Schedule: Breakdown of payments, including assignment consideration and remaining purchase price
4. Vendor's Consent Form: If required, formal consent document signed by the vendor
5. Outstanding Conditions: List of any unfulfilled conditions from original purchase contract
6. Related Correspondence: Relevant communications between parties regarding the assignment
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