Conn. Civ. Jury Instr. 4.4-22

An assignment is a transfer of rights and/or obligations under a contract to a third party. The

party transferring rights and/or obligations is called the assignor, and the third party receiving the

rights and/or assuming the obligations is called the assignee.

In this case, the defendant <name> claims that (he/she/it) is not liable to the plaintiff <name> for

any breach of the <identify contract> because the defendant assigned all of (his/her/its)

obligations arising from the contract to <assignee>. As a general rule, a party to a contract may

not unilaterally assign or transfer that party's obligations under the contract and thereby avoid

responsibility for any failure on the part of the assignee to fulfill the terms of the contract.

However, a party to a contract may properly assign such obligations if the other party to the

contract consents to the assignment. In such a case, the assignor no longer has any liability for

nonperformance of the contract that occurred after the assignment. Unless the contract specifies

otherwise, consent may be given orally or in writing. Also, unless the contract expressly or

impliedly prohibits assignments, consent may be inferred from the lack of a timely objection by

the plaintiff after the plaintiff received notice of the proposed assignment.

In order for the defendant to prevail on this special defense, (he/she/it) must prove to you, by a

preponderance of the evidence, that:

(1) (He/She/It) assigned (his/her/its) obligations under the contract to <assignee>;

(2) <Assignee> agreed to assume such obligations; and

(3) The plaintiff consented to the assignment.