Assignment of Real Estate Contract and Sale Agreement Template

In plain language: Identifies the assignor, assignee, original seller, and the property by legal description, and references the original purchase agreement by date and parties.

Common mistake: Referencing the property by street address only and omitting the legal description. If the address and legal description conflict — as can happen in subdivisions or rural parcels — the contract may describe the wrong property.

In plain language: The operative clause formally transferring all of the assignor's rights, title, and interest under the original purchase agreement to the assignee.

Common mistake: Using permissive language like 'agrees to transfer' rather than the present-tense operative word 'assigns.' Courts have found that prospective assignment language creates an agreement to assign, not an actual assignment.

In plain language: States the dollar amount the assignee pays the assignor for the assignment, when it is due, how it is paid, and whether it is refundable if the deal falls through.

Common mistake: Failing to specify when and how the assignment fee is paid. An unpaid assignment fee is the most common source of wholesaling disputes — state the exact date, method (wire, check, escrow), and refund conditions.

In plain language: The assignee expressly agrees to perform all remaining obligations of the assignor under the original purchase agreement — including making payments, satisfying contingencies, and closing on the agreed date.

Common mistake: Not specifying whether the assignor is released from liability after the assignment. Without a release, the assignor may remain on the hook to the seller if the assignee defaults.

In plain language: Documents whether the original seller has consented to the assignment in writing, as required if the purchase agreement contains a non-assignment clause.

Common mistake: Proceeding with an assignment without checking the original contract for a non-assignment clause. Assigning a contract that prohibits assignment without consent can render the assignment void and expose the assignor to a breach-of-contract claim.

In plain language: The assignor confirms that the original purchase agreement is in full force, that no defaults have occurred, that the earnest money has been paid, and that the assignor has full authority to assign.

Common mistake: Omitting a warranty that no prior assignments of the same contract have been made. A seller or title company that discovers a prior undisclosed assignment can void the transaction and pursue damages.

In plain language: Each party agrees to hold the other harmless from claims arising from their own breach or pre-assignment acts — the assignor covers pre-assignment issues; the assignee covers post-assignment issues.

Common mistake: Using a one-sided indemnification that only protects the assignee. Assignors remain exposed to claims from sellers or title companies for pre-assignment conduct and need reciprocal protection.

In plain language: Confirms the amount of earnest money already on deposit with the escrow or title company, who holds it, and what happens to it if the assignee fails to close.

Common mistake: Not addressing earnest money at all in the assignment agreement. When a deal collapses after assignment, both the assignor and assignee may claim the deposit — a clear clause prevents litigation over who bears the loss.

In plain language: Specifies which state or province's law governs the agreement and how disputes are resolved — arbitration, mediation, or court — and in which venue.

Common mistake: Selecting a governing law that differs from the jurisdiction where the property is located. Real property transactions are subject to the law of the situs — courts will apply the property's location law regardless of a contrary choice-of-law clause.

In plain language: Confirms that this document and the attached original purchase agreement constitute the full agreement between the parties and that modifications must be in writing.

Common mistake: Not attaching the original purchase agreement as an exhibit. Without it, the assignment document is incomplete — the assignee has accepted obligations under a contract they cannot prove they received.

An assignment of a real estate contract is a legal document that transfers the original buyer's rights and obligations under a purchase and sale agreement to a new third-party buyer before the transaction closes. The new buyer — the assignee — steps into the original buyer's position and closes the deal on the same terms. It is the foundational document in real estate wholesaling and is also used in investment partnerships and estate transactions.

In most US states, Canada, and the UK, contract rights are freely assignable unless the original agreement expressly prohibits it. However, several jurisdictions have introduced licensing requirements for real estate wholesalers, and some states treat repeated contract assignments as brokerage activity requiring a license. Always check whether the original purchase agreement contains a non-assignment clause and whether local licensing rules apply before proceeding.

Only if the original purchase agreement contains a non-assignment or anti-assignment clause. If no such restriction exists, the buyer can generally assign without seller consent. In practice, many standard residential purchase forms used by MLS-affiliated agents include assignment restrictions, so reading the original contract carefully is essential. If consent is needed, get it in writing and attach it to the assignment document.

An assignment fee is the compensation paid by the assignee to the assignor — the wholesaler — in exchange for the right to step into the purchase contract and buy the property. It represents the wholesaler's profit and is separate from the property's purchase price. Fees typically range from $2,000 to $20,000 on residential deals, though they can be higher on commercial or large-portfolio assignments. The fee must be clearly stated and agreed in the assignment agreement.

An assignment transfers the original contract to a new buyer who closes directly with the seller — the wholesaler never takes title and the assignment fee is visible to both the seller and the end buyer. A double close involves two separate, sequential transactions: the wholesaler buys the property from the seller and immediately resells it to the end buyer, keeping the spread. Double closes require two sets of closing costs but keep the profit margin confidential. Choose a double close when the seller or end buyer objects to the assignment fee amount being disclosed.

Once both parties have executed the assignment, it is generally binding. Cancellation requires mutual written agreement of the assignor and assignee. If the underlying purchase agreement is terminated — for example, due to a failed contingency — the assignment falls away automatically because there are no longer contract rights to transfer. The assignment agreement should specify what happens to the assignment fee if the deal fails to close for any reason.

This varies significantly by jurisdiction. In the US, most states permit a property owner or buyer to assign their own contract rights without a license. However, several states — including Illinois, Oklahoma, and Georgia — have enacted laws requiring wholesalers to hold a real estate license or disclose their role as a wholesaler. In Canada, provincial real estate legislation governs this activity. Always confirm the current licensing requirements in the property's jurisdiction before marketing contract assignments for a fee.

The earnest money deposited by the original buyer typically remains in escrow under the terms of the original purchase agreement. The assignment agreement should clearly state who bears the risk of losing the deposit if the assignee fails to close. In most structures, if the assignee defaults, the earnest money is forfeited per the original contract and the assignor may have a separate claim against the assignee for the assignment fee and any additional damages.

For most straightforward residential assignments with modest fees, a high-quality template reviewed by a real estate attorney provides adequate protection. Engage an attorney directly when the assignment fee exceeds $25,000, the property is commercial or multi-family, the original contract has complex contingencies still open, the deal involves a motivated seller situation with title issues, or the transaction crosses state or national borders. A 1–2 hour attorney review typically costs $300–$600 and is worthwhile whenever material sums are at stake.