The law of assignment is of critical importance to a working commercial lawyer. This article will examine the state of our current understanding of this subject and will propose a new approach to teaching and explicating assignment and related doctrines. It will do so through an examination of recent case law, focusing on several recent disputes concerning the correct interpretation of assignment prohibition clauses and their legal effect. The development of the subject of, to put it broadly for the moment, the transfer of intangible property, has been one of accommodating an apparently inexorable imperative to permit free assignability of wealth driven by the interested commercial actors. The initial orientation or inclination of the law to restrict such transactions (for diverse reasons of principle and policy) has had to yield to the permissive approach. Often this has been achieved not by reform or development of existing principles and rules, but rather by circumvention, deployment of allegedly distinct doctrines and outright subterfuge. The net result, in the words of Lord Rodger of Earlsferry, is that: ‘‘ … modern legal systems tend to recognise that rights are transferable … ’’1

The general rule is that the benefit of a contract may be assigned to a third party without the consent of the other contracting party. If this is not desired, it is open to the parties to agree that the benefit of the contract shall not be assignable by one or either of them, either at all or without the consent of the other party. There is nothing objectionable in this; a party is entitled to insist that he deals only with the particular party with whom he has contracted. … 3 But, unless he takes the precaution of including in the contract a prohibition of assignment, he has no right to object to it. A debt is freely assignable both at law and in equity without the debtor’s consent. Section 136 of the Law of

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