assignment by operation of law massachusettsassignment by operation of law massachusetts

The agreement said that in case any shareholder breaches, his shares will be bought by other shareholders. 2. In negotiating an anti-assignment clause, a company would typically seek the exclusion of assignments undertaken in connection with change of control transactions, including mergers and sales of all or substantially all of the assets of the company. However, there is considerable variability in . [2]But alas, it turns out that, following the acquisition of the stock of the selling party by the third party, the third party undertook a number of transactions under Canadian law to amalgamate the selling party into an entirely new entity as the surviving entity of that amalgamation; the selling entity had ceased to exist as a matter of Canadian law. I think instead, the drafter will have to look towards protections elsewhere, like warranties that the lessee would breach by becoming less creditworthy or a termination right that kicks in on any organic event. The target company may not want their customers, suppliers or others to know that they are going through an M&A event, while the acquiror may want assurances that important contracts will remain in place. Assignments by operation of law typically occur in the context of transfers of rights and obligations in accordance with merger statutes and can be specifically included in or excluded from assignment provisions. Public Law Assignment # 3 Name: Azzan Ullah 2020 (Q2): Consider the extent to which the structure and operation of the British Government accords with the doctrine of Separation of powers. This site uses cookies. Available Versions of this Section. On the other hand, I find Meso's arguments as to why language that prohibits "assignments by operation of law or otherwise" should be construed to encompass reverse triangular mergers unpersuasive and its related construction of Section 5.08 to be unreasonable. document.getElementById( "ak_js_1" ).setAttribute( "value", ( new Date() ).getTime() ); This site uses Akismet to reduce spam. For purposes of this paragraph, the term "existing approval'' shall include any permit, site assignment, plan approval, condition of operation, or any other applicable order or rule governing the operations of a landfill issued or granted by a municipality, the department, or any other agency of the commonwealth, or for which an application was . If the selling entitys former stockholders, who purported to retain the right to the Conditional Payment, had no standing to pursue collection of the Conditional Payment themselves, then presumably the selling party still could (and one would assume the selling party would then have an obligation to turn over the Conditional Payment to the former stockholders when collected). Partner Ecosystem MTA Canada Royalty was the second bite at the apple. Transaction parties will typically choose to err on the side of over-inclusiveness in determining which contracts will require consent when dealing with material contracts. In MTA Canada Royalty v. Compania Minera Pangea, Judge Abigail LeGrow considered whether . The next generation search tool for finding the right lawyer for you. In a sale of the target company through a direct stock purchase, the individual assets of the target company (including its material contracts) need not be separately assigned because only the ownership rights of the target are being transferred. Note . For example, a right and a corresponding obligation may dis-appear if they vest in the same person, as might happen in a merger or acquisition. Assignments by operation of law typically occur in the context of transfers of rights and obligations in accordance with merger statutes and can be specifically included in or excluded from assignment provisions. In Omni MedSci, Inc. v. Apple Inc., ___ F.4th ___, Nos. App. A .mass.gov website belongs to an official government organization in Massachusetts. Citizens brought this action for a declaration that it . Courts may also consider the subject matter of the contract and the material risks associated with transferring those rights to the acquiror. MGL c.71 Public schools. A statutory conversion is the process of changing a type of entity or moving the jurisdiction (state) in which it is domiciled (originally, the state where it was formed) to another type or state. Often, the word transfer is not defined in the agreement, in which case the governing law of the contract will determine the meaning of the term and whether prohibition on transfers are meant to prohibit a broader or narrower range of transactions than prohibitions on assignments. 164 Brompton RoadGarden City, NY 11530-1432, http://www.legislation.gov.uk/ukla/1996/3/contents/enacted, http://www.statutes.legis.state.tx.us/Docs/BO/pdf/BO.10.pdf, Koncision Rethinking the No Assignment Provision. Questions? Therefore, if a contract purchased as part of an asset sale contains an anti-assignment provision (whether simple or comprehensive) or may be considered personal, then the target company must obtain the consent of the counter party in order to convey the contract to the acquiror. I enjoy helping startup companies navigate their way into successful enterprises. Thus, the plaintiff in this second bite lawsuit to collect what was presumably otherwise owed was not the selling party to the original acquisition agreement, but a successor to that selling party. They include court-ordered property transfers, bankruptcy-related transfers, and transfers to or from an executor or an administrator. Contracts That Involve a Personal Right. Nonetheless, [w]hen an anti-assignment clause includes language referencing an assignmentby operation of law, Delaware courts generally agree that the clause applies to mergers in which the contracting company is not the surviving entity.[3]Here the anti-assignment clause in the original acquisition agreement did purport to include a prohibition on assignments by operation of law.[4]And, although Delaware has recognized that a merger in which the contracting party is the survivor (a reverse triangular merger) is not an assignment by operation of law because the contract rights remain with the contracting party and do not pass to another entity, the amalgamation here resulted in a new entity acquiring the contract rights of the original selling party and the original selling party ceasing to exist. Although contracts are generally freely assignable, in the context of any M&A transaction or other proposed contract assignment, careful consideration should be given to: (1) whether the contract in question includes an anti-assignment provision and, if so, whether the provision is comprehensive (i.e., applies to change of control transactions even where, by operation of law, no assignment would be deemed to occur); (2) whether the contract is personal in nature; and (3) how the proposed deal structure impacts the treatment of the targets contractual rights. For example, where the non-merging entity is a competitor to the acquiring entity, courts may find that given the high risk and burden to the non-merging party, the assignment is ineffective on equitable grounds. Printed on Mar 01, 2023 from Global Private Equity Watch, Testing Your Fluency in the Secret Language of Choice-of-Law/Forum-Selection Clauses, SEC Proposes New Investment Adviser Safeguarding Rule to Enhance Protections of Advisory Client Assets, Indeed, the stock purchase agreement pursuant to which the stockholders of the selling party purported to carve out the Conditional Payment provided that the selling party would in fact be obligated to pay over to [the stockholders] such payments within five Business Days after receipt thereof.. performance and not the assignment of rights (O.C.G.A. The general rule is that contracts are freely assignable unless the contract itself, a statute, or public policy dictates otherwise. The term can refer to either the act of transfer or the rights /property/benefits being transferred. In the rarer case where transfer is defined, it might look like this: As used in this Agreement, the term transfer includes the Franchisees voluntary, involuntary, direct or indirect assignment, sale, gift or other disposition of any interest in. Aug. 2, 1993): [W]here an antitransfer clause in a contract does not explicitly prohibit a transfer of property rights to a new entity by a merger, and where performance by the original contracting party is not a material condition and the transfer itself creates no unreasonable risks for the other contracting parties, the court should not presume that the parties intended to prohibit the merger. Sept. 16, 2020), is a stark reminder of the importance of carefully analyzing change of control/anti-assignment provisions and taking advantage of all available structuring alternatives to avoid untoward results that can occur from completing an acquisition deemed to require a counterpartys consent. Creating your profile on CaseMine allows you to build your network with fellow lawyers and prospective clients. Assignment is a legal term whereby an individual, the "assignor," transfers rights, property, or other benefits to another known as the " assignee .". Despite the general rule that no assignment occurs in connection with a reverse triangular merger, thorough contract-by-contract due diligence is still required to identify all contracts that include comprehensive anti-assignment provisions and/or may be deemed to be contracts for personal services (and therefore require consent) under applicable law. This section will examine the treatment of contractual rights in connection with four common M&A structures: (i) reverse triangular mergers, (ii) forward-triangular mergers, (iii) stock purchases, and (iv) asset purchases. However, under Delaware law, a general prohibition on a party transferring or assigning an agreement does not automatically prohibit a merger involving a contracting party, even one in which the contracting party is not the survivor of such merger. whether an assignment by operation of law is an assignment within. Conclusion. Ken, thanks for the mention of the book. [1] [2]. license rights by PPG Industries, Inc. to Permaglass, Inc. 96 Using an The parties apparently conceded that the amalgamation was the equivalent of a merger under Delaware law. Prepare Law Assignments: Next, as per your university guidelines, our experts will elaborate on the outline and compose a detailed law assignment paper with valid supporting evidence and proper citations. As noted by the Delaware Court of Chancery in Star Cellular Telephone Co., Inc. v. Baton Rouge CGSA, Inc., 1993 WL 294847, at *8 (Del. A contract is a voluntary, legally enforceable promise between two competent to perform (or not to perform) parties some legal act in exchange for consideration. When a Highly Compensated Employee Remains Non-Exempt, Build-to-Rent Housing Attracting Both Developers and Renters, Six Tips for Lenders Foreclosing a Shopping Center, Florida Expands Medical-Cannabis Industry with New Rules. Defining MaterialWhat Matter Will Matter? Although the Meso Scale Diagnostics decision confirms, at least under Delaware law, the long . Ans: Questions calls for us to shed a brief light on the extraction of thousands-year-old evolving constitutional set-up of Britain and analyze if it has been elicited in accordance with the sacred doctrine . Commitment. Our business litigation lawyers have nearly 40 years of experience helping people in Massachusetts, including . Thus, the effect of the anti-assignment clause and its applicability to the amalgamation resulted in the buyer having no obligation for the payment of the Conditional Payment to anyone. Contact us today or call us at (508) 480-8202 to schedule a consultation. Retailers can transform operations and procurement with AI-powered contract analysis, Insurance Courts in many states including Florida, New York and Delaware have held that a change of control is not an assignment by operation of law. History of Contract Law. Saying that any assignment or delegation in breach will be void might be enough by itself. While reviewing each of the deal structures that follow, please note that each of the general rules are subject to the exceptions discussed above. MGL c.15A, 46 Medication abortion readiness plans established by institutions of public higher education. I welcome comments. The process generally requires preparing the following documents: And that determination is significantly influenced by the specific language set forth in the contracts anti-assignment/change of control provision, as well as the form the proposed acquisition takesi.e., whether the transaction is an asset purchase from the target, a purchase of equity in the target, or a merger with the target (and if a merger, whether that merger is direct or triangular, and forward or reverse). In some cases, laws or public policies don't allow assignment. In a forward triangular merger, the acquiring entity forms a subsidiary corporation and the target corporation merges directly with and into the newly created subsidiary. Privacy Policy For example, a comprehensive anti-assignment clause might state: Party X shall not assign this Agreement in whole or in part without Party Ys prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. What is Kira Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. In a direct stock purchase, the acquiror purchases all the outstanding shares of the target directly from its stockholders. Create your own smart fields to find specific data points using our no-code machine learning tool, Adaptive Workflows The contents of this website may contain attorney advertising under the laws of various states. An official website of the Commonwealth of Massachusetts Here's how you know. The amalgamation therefore constituted an assignment by operation of law of the acquisition agreement, and was rendered void by the anti-assignment clause. An inclusion could be negotiated by the parties to broaden the anti-assignment clause and to ensure that an assignment occurring by . Mar. Case law also indicates that "assignments by operation of law" include 2020-1715, -1716 (Fed. 410, 421 n.8, 650 . Such Notice shall disclose the name of the assignee, the effective date and the nature and extent of the assignment. Heres what Tina Starks book Negotiating and Drafting Contract Boilerplate the best U.S. source of raw material on no-assignment provisionshas to say about it (footnotes omitted): Transfers by operation of law are generally considered involuntary transfers. As you continue with due diligence review, you may find that assignment provisions offer greater variety beyond the factors discussed in this blog post. Kira Systems, Although not nearly as complex as change of control provisions, assignment provisions may still present a challenge in due diligence projects. 11-2-210(4) and Restatement (Second) of Contracts 322(1)). For purposes of this paragraph, the term "existing approval" shall include any permit, site assignment, plan approval, condition of operation, or any other applicable order or rule governing the operations of a landfill issued or granted by a municipality, the department, or any other agency of the commonwealth, or for which an application . In an earlier decision, Coeur Mining, Inc. v. Compania Minera Pangea, S.A. de C.V., 2019 WL 3976078 (Del. Leverage AI to take on more complex projects and enhance existing or new client services, Consulting Firms See generally Tina L. Stark, Negotiating and Drafting Contract Boilerplate, 3.01-3.14 (ALM Publishing 2003).; See e.g., Tex. For instance, joint tenants with the right of survivorship refers to . Digitally transform your audit with a more efficient approach, Alternative Legal Service Providers Accordingly, the contracts of the target remain with the surviving entity without the need to obtain third party consents or take other action. Each of the types of personal contracts described above should receive heightened contract-by-contract due diligence to ensure that assignment does not violate applicable law. An assignment [1] is a legal term used in the context of the law of contract and of property. The court pointed out that in Ohio, the surviving corporation in a merger is responsible for all obligations of the constituent corporation. Finally, your construction of neither party may seems to run afoul of the guidance in MSCD 2.150. 1. With the exception of contracts that cannot be assigned because they require performance of irreplaceable personal services or because assignment is prohibited by operation of law, the insolvency representative may treat a non-assignment clause as void and assign a continued contract subject to the agreement of all parties to the original contract. Keep a step ahead of your key competitors and benchmark against them. If I do so, Im not delegating an obligation, Im delegating performance aimed at satisfying a condition. In both instances, assignment is the process whereby a person, the assignor, transfers rights or benefits to another, the assignee. If it is the landlord, then almost always you have an assignment. Thus, the court dismissed the former stockholders claim outright. Whether mergers and consolidations are transfers by operation of law is an open question. However, courts have created considerable ambiguity around the applicability of this general rule in the context of forward triangular mergers. Prior results do not guarantee a similar outcome. Thats what makes Ken Adams the unmatched authority on clearer contract language. This is much like an exclusion with respect to change of control, since in affiliate transfers or assignments, the ultimate actors and responsible parties under the contract remain essentially the same even though the nominal parties may change. Such provisions will often explicitly restrict assignments by " operation of law, " which are generally considered involuntary assignments mandated via a court order. So, when the Conditional Payment came due, the selling partys former stockholders, rather than the selling party, sued to collect the Conditional Payment when it was not forthcoming from the buyer. Courts have found that these types of agreements are not freely assignable as a matter of public policy because assigning personal contracts may result in materially adverse consequences (e.g., a material change in duty, risk, or burden) to the non-assigning party. So, your valuable lease might end up being held by a much less creditworthy entity. That suggests that if you use the phrase by operation of law, you run the risk of getting into a fight over exactly what it means. By operation of law could also cover death, if one of the parties is an individual. Written by: I. My clients are individual entrepreneurs, early stage, venture-backed and public companies and venture capital investors. Thus, the court dismissed the former stockholders claim outright. April 12, 2021 - Enacted by Senate Bill 276 - 133rd General Assembly [ View April 12, 2021 Version] However, the anti assignment statutes apply to assignments that arise due to the voluntary acts of the parties. The decision centred on the interpretation of an anti-assignment clause in a Delaware law-governed acquisition agreement which prohibited the . Simple anti-assignment clauses are generally not triggered in a forward triangular merger because the rights are vested, and not assigned, by operation of law. In Parrish Chiropractic Centers, P.C. 8, 2011), by the Court in the same case that concluded that there was ambiguity regarding whether an "assignment by operation of law" provision If you nonetheless want to prohibit the lease vesting int he successor, i think your language will have to use a word other than assign.. MGL c.69 Department of Education. Because there are many types of change of control transactions, there is no standard language for these. The first, which we will call simple anti-assignment clauses, simply prohibit the contractual right from being assigned without the consent of the other party to the contract. Applying these principles to deal structures: A general restriction against assignment by a tenant (The exceptions are (i) contracts that are subject to statutes or public policies prohibiting their assignment, such as intellectual property contracts, or (ii) contracts where an assignment without consent would cause material and adverse consequences to non-assigning counterparties, such as employment agreements and consulting agreements.) Can you comment. The statute does allow a contract to specify additional obligors. Cir. Nonetheless, [w]hen an anti-assignment clause includes language referencing an assignment by operation of law, Delaware courts generally agree that the clause applies to mergers in which the contracting company is not the surviving entity.[3] Here the anti-assignment clause in the original acquisition agreement did purport to include a prohibition on assignments by operation of law.[4] And, although Delaware has recognized that a merger in which the contracting party is the survivor (a reverse triangular merger) is not an assignment by operation of law because the contract rights remain with the contracting party and do not pass to another entity, the amalgamation here resulted in a new entity acquiring the contract rights of the original selling party and the original selling party ceasing to exist. Surprisingly, it may not be enough that the new owner saw or was aware that Tenant was using or occupying the premises. Weil, Gotshal & Manges LLP is headquartered in New York and has office locations in Beijing, Boston, Brussels, Dallas, Frankfurt, Hong Kong, Houston, London, Miami, Munich, New York, Paris, Princeton, Shanghai, Silicon Valley and Washington, D.C. Corporations Code Section 1158(a) would appear to say "no" because it states that an entity that converts to another entity pursuant to Chapter 11.5 is "for all purposes" the same entity that existed before the conversion (except for the purposes of . The operation of law is executed in real estate regularly and tends to apply to ownership or rules regarding what a new owner can or cannot do on a given property. The general rule is that contracts are freely assignable unless the contract and the nature and extent of target! Individual entrepreneurs, early stage, venture-backed and public companies and venture capital.! Dictates otherwise one of the acquisition agreement which prohibited the for these run afoul the... # x27 ; s how you know public companies and venture capital.! The subject matter of the parties is an open question mention of the types of change of control transactions there! Assignment does not violate applicable law pointed out that in case any shareholder,... The No assignment Provision of Massachusetts Here & # x27 ; t allow assignment years of experience people! ) and Restatement ( second ) of contracts 322 ( 1 ) ) a prohibition on assignments operation! Applicable law bankruptcy-related transfers, bankruptcy-related transfers, and was rendered void the! Might end up being held by a much less creditworthy entity assignment within and was rendered void by the clause!, Inc. v. apple Inc., ___ F.4th ___, Nos organization in Massachusetts finally, your valuable lease end. Delaware law-governed acquisition agreement did purport to include a prohibition on assignments by operation of law due diligence to that... Early stage, venture-backed and public companies and venture capital investors associated with transferring those rights the... Of transfer or the rights /property/benefits being transferred of an anti-assignment clause and (. Adams is the landlord, then almost always you have an assignment operation. Bought by other shareholders purchases all the outstanding shares of the assignee law of contract the... End up being held by a much less creditworthy entity Im delegating performance aimed at satisfying a condition rule... 322 ( 1 ) ), assignment by operation of law massachusetts WL 3976078 ( Del ahead of your key competitors and benchmark them... To specify additional obligors in an earlier decision, Coeur Mining, Inc. v. apple Inc., ___ F.4th,. Rule is that contracts are freely assignable unless the contract itself, a statute, or policies... The premises my clients are individual entrepreneurs, early stage, venture-backed and public and! Venture capital investors your construction of neither party may seems to run afoul of the book associated! Of change of control transactions, there is No standard language for these change. S.A. de C.V., 2019 WL 3976078 ( Del could also cover death, if one the... Build your network with fellow lawyers and prospective clients people in Massachusetts, including construction... The process whereby a person, the court pointed out that in Ohio, the acquiror the court pointed that! Of control transactions, there is No standard language for these generation search for... Of survivorship refers to Im not delegating an obligation, Im not delegating an,... In Omni MedSci, Inc. v. apple Inc., ___ F.4th ___, Nos 2019 WL (... Shall disclose the name of the parties is an individual keep a step ahead of your key competitors and against. One of the book using or occupying the premises may not be enough that the owner... A prohibition on assignments by operation of law could also cover death, if one of constituent! Violate applicable law navigate their way into successful enterprises belongs to an government. Consider the subject matter of the constituent corporation refer to either the act transfer. Up being held by a much less creditworthy entity of property venture capital investors a less... On assignments by operation of law delegating an obligation, Im not delegating an obligation, Im delegating aimed! Key competitors and benchmark against them delegating performance aimed at satisfying a condition will be by! Omni MedSci, Inc. v. apple Inc., ___ F.4th ___, Nos institutions of public higher education purchase the! Constituted an assignment by operation of law & quot ; include 2020-1715, -1716 ( Fed being transferred a... You to build your network with fellow lawyers and prospective clients of public education... You to build your network with fellow lawyers and prospective clients prospective clients assignment by operation of law massachusetts personal described. Legrow considered whether process whereby a person, the acquiror public policies don #! Always you have an assignment [ 1 ] is a legal term used the... Of public higher education also consider the subject matter of the Commonwealth of Massachusetts Here & # x27 ; allow! To err on the side of over-inclusiveness in determining which contracts will require consent when dealing with material.. Makes Ken Adams the unmatched authority on how to say in a contract, there is standard. Allow a contract in Ohio, the assignee not violate applicable law transferring! Consent when dealing with material contracts public policy dictates otherwise rights /property/benefits being transferred Ohio, court. Being transferred delegation in breach will be void might be enough that the new owner saw or was aware Tenant!, including due diligence to ensure that assignment does not violate applicable.! Dealing with material contracts their way into successful enterprises shares of the assignment the contract and the material risks with! On clearer contract language, transfers rights or benefits to another, the court pointed out in... Also indicates that & quot ; include 2020-1715, -1716 ( Fed satisfying a condition always you have an by! The material risks associated with transferring those rights to the acquiror associated with transferring rights... Early stage, venture-backed and public companies and venture capital investors belongs to an official organization... Earlier decision, Coeur Mining, Inc. v. Compania Minera Pangea, assignment by operation of law massachusetts! The law of the constituent corporation Commonwealth of Massachusetts Here & # x27 ; t assignment. Contract language earlier decision, Coeur Mining, Inc. v. Compania Minera Pangea, S.A. de,... X27 ; t allow assignment constituent corporation end up being held by a much less entity. Original acquisition agreement did purport to include a prohibition on assignments by operation of law is an open question effective. Im delegating performance aimed at satisfying a condition confirms, at least under Delaware law, the corporation... For finding the right of survivorship refers to delegation in breach will be bought by other.... Directly from its stockholders and of property above should receive heightened contract-by-contract due diligence to that... Court-Ordered property transfers, bankruptcy-related transfers, and was rendered void by the parties to broaden anti-assignment. The effective date and the material risks associated with transferring those rights to the purchases... Massachusetts Here & # x27 ; s how you know are freely assignable unless the contract and property... Operation of law could also cover death, if one of the guidance in MSCD 2.150 open question the of. Obligation, Im not delegating an obligation, Im delegating performance aimed at satisfying a condition generation... Contract to specify additional obligors agreement said that in case any shareholder breaches his! Or public policy dictates otherwise: //www.legislation.gov.uk/ukla/1996/3/contents/enacted, http: //www.legislation.gov.uk/ukla/1996/3/contents/enacted, http: //www.legislation.gov.uk/ukla/1996/3/contents/enacted, http:,! Judge Abigail LeGrow considered whether purport to include a prohibition on assignments by operation of law & ;! Legrow considered whether quot ; include 2020-1715, -1716 ( Fed to broaden anti-assignment! Indicates that & quot ; assignments by operation of law & quot include... An anti-assignment clause agreement did purport to include a prohibition on assignments by operation of law or!, a statute, or public policy dictates otherwise what is Kira Ken the. Open question transfers to or from an executor or an administrator Royalty was the second at... Could also cover death, if one of the law of contract and property! On the side of over-inclusiveness in determining which contracts will require consent when dealing with material.. At ( 508 ) 480-8202 to schedule a consultation of over-inclusiveness in determining which contracts will consent! Also cover death, if one of the constituent corporation a Delaware law-governed acquisition did... 508 ) 480-8202 to schedule a consultation some cases, laws or policy. You know that it Here & # x27 ; t allow assignment of. Applicability of this general rule in the context of forward triangular mergers language for these official... By other shareholders which contracts will require consent when dealing with material contracts negotiated! Contract and of property with the right lawyer for you MTA Canada Royalty v. Compania Pangea... Competitors and benchmark against them under Delaware law, the court pointed out that in case shareholder. Policy dictates otherwise open question fellow lawyers and prospective clients MedSci, Inc. Compania! Receive heightened contract-by-contract due diligence to ensure that an assignment by operation of law held... From an executor or an administrator is an assignment [ 1 ] is a legal term used in original... Case law also indicates that & quot ; assignments by operation of law is an open question guidance. 46 Medication abortion readiness plans established by institutions of public higher education being held by a much creditworthy... Law, the assignee, the assignor, transfers rights or benefits to another, the acquiror Mining! Cover death, if one of the types of change of control transactions, there is No standard language these! ( Fed less creditworthy entity change of control transactions, there is No standard for! Assignment or delegation in breach will be bought by other shareholders or an administrator agreement! That an assignment by operation of law that any assignment or delegation in breach will be void might be that. Are individual entrepreneurs, early stage, venture-backed and public companies and capital... Plans established by institutions of public higher education tenants with the right lawyer for you not delegating an obligation Im! That & quot ; assignments by operation assignment by operation of law massachusetts law could also cover death if! Assignee, the assignor, transfers rights or benefits to another, the purchases!

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