Assignment of Contract Claims in Florida: What You Need to Know

Contracts often involve rights and obligations that can be transferred. In Florida, the assignment of contract claims is a common legal issue in both business and personal transactions. While most contract rights are assignable, certain restrictions apply—especially when contracts involve personal services, public policy limits, or explicit anti-assignment clauses.

This article explains when contract claims can be assigned, when they cannot, and what courts in Florida have said about enforcing these provisions.

General Rule: Assignability of Contract Rights

Florida law generally allows parties to assign contract rights unless:

• The contract expressly prohibits assignment.
• The assignment would violate public policy.
• The contract involves personal obligations that depend on trust, skill, or confidence.

For example, a business contract promising payment is usually assignable, while a personal services contract requiring a specific professional’s skills may not be.

Anti-Assignment Clauses in Florida Contracts

Many contracts include anti-assignment clauses to prevent transfer without consent. Florida courts generally enforce these clauses if they are clear and unambiguous.

• If a contract states that rights cannot be assigned without written consent, an assignment without that consent is invalid.
• However, courts often distinguish between duties (which cannot be assigned) and payment rights (which can sometimes be assigned despite restrictions).
• Public policy may limit the enforcement of overly broad restrictions.

Example: A tenant who assigns their right to receive a landlord’s construction allowance may succeed, even if the lease restricts assignment, because it involves a payment right, not a personal duty.

Assignments Involving Personal Services

Contracts that rely on personal skill, trust, or confidence cannot usually be assigned without the parties’ consent.

Examples include:

• Employment contracts involving unique skills.
• Distributorship agreements where performance depends on personal trust.
• Professional services like law, medicine, or art.

Courts in Florida often refuse to enforce assignments of personal contracts unless both parties consent.

Assignment of Employment Contracts and Noncompete Clauses

Florida law allows corporations to assign employment contracts, but only under certain conditions:

• If an employment contract includes a covenant not to compete and also states that it binds successors and assigns, the covenant can be enforced by an assignee.
• Without employee consent, courts may refuse to enforce noncompete agreements transferred to a new employer.

Example: A buyer of a company may enforce noncompete agreements against employees only if the agreements expressly allow assignment.

When Assignments Are Invalid

Assignments may fail when they:

• Materially alter the other party’s obligations.
• Increase the burden or risk on the other party.
• Reduce the value of the contract for the other party.

Florida courts strictly review assignments to ensure they don’t unfairly disadvantage the non-assigning party.

FAQs About Assignment of Contract Claims in Florida

1. Are all contracts assignable in Florida?
No. Most contracts are, but personal service contracts and those with valid anti-assignment clauses are exceptions.

2. Can payment rights be assigned even with an anti-assignment clause?
Yes, in many cases. Courts often allow the transfer of rights to receive payments, unless the contract explicitly prohibits it.

3. What happens if a contract is assigned without consent?
The assignment may be invalid. If another valid assignment is later made with proper consent, the second one usually prevails.

4. Can employment contracts be assigned?
Yes, but with limits. Noncompete clauses may transfer only if the contract expressly allows assignment.

5. Why can’t personal service contracts be assigned?
Because they depend on personal trust, skill, or unique abilities, which another party cannot replicate.

6. Can public policy prevent assignment of a contract?
Yes. Courts may refuse enforcement if an assignment goes against public policy.

The assignment of contract claims in Florida depends on the contract’s wording, the nature of the obligations, and public policy. While most rights can be assigned, courts closely scrutinize contracts involving personal services, anti-assignment clauses, and noncompete agreements.

If you are considering assigning or disputing a contract right in Florida, consult with an experienced contract attorney to ensure your rights are protected and enforceable.

For more information, see the Florida Bar Official Website