One of the fundamental principles of contract law is the right to assign contract rights to a third party. This is a corollary to the principle of "delegation," which involves assigning the duties under a contract to a third party. For example, Jack contracts with Jill to build Jill a house. Jack then assigns the right to payment for the house to Fred (maybe he owes Fred some money on a debt). This is called an "assignment." Contrast that with if Jack were to enlist Fred to build the house for Jill to fulfill Jack and Jill's contract, this would be a "delegation" (although possibly not a legal one if Jill entered the agreement specifically to seek Jack's special services). With the basic legal terminology clarified, let's move on to how lien assignments work in Minnesota.

Lien assignments work like any other assignments of rights under other types of contracts. Therefore, they are governed under Minnesota's version of the Uniform Commercial Code which is codified under Chapter 336 of the Minnesota Statutes.

Under the Commercial Code's rule on assignments, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on the other party by the contract, or impair materially the other party's chance of obtaining return performance. M.S. 336.2-210(2). In general, as long as there is no increased burden or risk, or the duties required by the party subject to the lien somehow change, an assignment is permissible.

This article is provided for informational purposes only and is not intended to be relied upon as a substitute for the advice of an attorney. Please contact a Minnesota attorney with any questions about assigning lien rights or other related issues.

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