An assignment of rights under a contract is normally restricted to the benefit of the contract.
Where a party wishes to transfer both the benefit and burden of the contract this generally needs to be done by way of a novation.
There was a similar clause in the Lidl Contract, which allowed Lidl to retain the proper costs from the retention.
Importantly, although similar, under the Lidl Contract Lidl was entitled to retain the whole cost of carrying out the works as against only half in the Trustee Contract.
Clause 18 of the Trustee Contract permitted Mr Jones, as purchaser, to retain 100,000 from the purchase monies payable to the claimants until the outstanding works (ground clearance and site preparation) had been completed.
Following completion of the works Mr Jones was entitled to retain one half of the proper costs from the retention and release the balance to the claimants.
At that time, the freehold was vested in the claimants as trustees of a retired benefit scheme.
Mr Jones contracted to buy the land from the claimants (the " Trustee Contract") and assigned his right, title and interest to the Trustee Contract to Lidl by way of a deed of assignment.
Likewise, an assignment of rights to a third party with an interest in a project may be suitable when the Employer still needs to fulfil certain obligations under the contract, for example, where works are still in progress.
A novation is appropriate where the original contracting party wants the obligations under the contract to rest with a third party.