KEN KIRSCHENBAUM, ESQ ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE You can read all of our articles on our website. Having trouble getting our emails? Change your spam controls and whitelist ken@kirschenbaumesq.com ********************** Assigning contract when customer sells building November 30, 2023 ****************************** Assigning contract when customer sells building ****************************** Ken, The issue came up of customers assigning contracts to new owners when they sell the building. Do we need new contracts regardless if they assign the contracts to the new owner or not? Also, if they do tell us that do we need anything formal or in writing to say they assume the contracts of the previous building owner? Thanks, Joe ******************************** Response ******************************** A few things to keep in mind. The All in One agreements are not assignable by the customer. You can of course consent to an assignment, but you aren't obligated to by the terms of the agreement or the relationship. You can hold the current customer responsible for the contract term. As a practical matter you will likely want to agree to an assignment of the contract to a new owner. The fact that the existing customer remains liable on the contract even if the building is sold should serve as incentive for the existing customer to request the right to assign to the new owner. That of course is a two part process; the new owner needs to agree to accept the assignment, and you would need to agree to permit the assignment. An assignment does not get the "assignor" off the hook on the contract, it merely adds another party, the "assignee". An assignee needs to do more than simply accept an assignment; it needs to "assume" the contract, agreeing to perform all parts of the contract that the assignor was responsible for, past and present. That assumption can be conditioned or modified depending on the terms of the "assignment and assumption agreement" An "assignment and assumption agreement" is a legal document and it can affect your contractual rights if you are asked to consent to it. You would need to consent to it unless the All in One has been modified giving the subscriber the right to assign and on what terms and conditions. The long and short of it is that you should have legal advice and guidance when getting involved with an assignment or modifying the All in One. Your right to assign is quite different. The All in One permits you to assign, without the customer's consent. If the right to assign was not there then you would still be able to assign the contract. An alarm contract is assignable unless it expressly states it's not assignable. ****************************** STANDARD FORM AGREEMENTS: To order up to date Standard Form Alarm / Security / Fire and related Agreements click here: www.alarmcontracts.com *************************** CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY - You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304. *********************** WEBINARS:https://www.kirschenbaumesq.com/page/alarm-webinars *********************** ALARM ARTICLES: You can always read our Articles on our website at www.kirschenbaumesq.com/page/alarm-articles updated daily ************************* THE ALARM EXCHANGE - the alarm industries leading classified and business exchange - updated daily. https://www.kirschenbaumesq.com/page/alarm-exchange ************************* Wondering how much your alarm company is worth? Click here: https://www.kirschenbaumesq.com/page/what-is-my-alarm-company-worth ****************************** Getting on our email list / Articles archived: Many of you are forwarding these emails to friends or asking that others be added to the list. Sign up for our daily newsletter here: Sign Up. ************************** Ken Kirschenbaum,Esq Kirschenbaum & Kirschenbaum PC Attorneys at Law 200 Garden City Plaza Garden City, NY 11530 516 747 6700 x 301 ken@kirschenbaumesq.com www.KirschenbaumEsq.com
