Assignment
An assignment is the transfer of one party's rights (and usually obligations) under a contract to a third party. In commercial real estate the term shows up in three main places: assigning a purchase-and-sale contract to a different buying entity, assigning a lease to a new tenant, and the "assignment of leases and rents" a lender takes as collateral. Whether an assignment is allowed — and whether the original party stays on the hook — depends entirely on the contract language.
Assignment is how a deal moves from one set of hands to another without renegotiating from scratch — but it is also where deals break, because most contracts restrict it. A buyer who plans to close in a new LLC, a tenant who wants to hand off a lease, and a lender protecting its collateral all care intensely about the assignment clause. This guide covers the three CRE contexts and the Florida-specific mechanics.
Assigning a Purchase Contract
- Why: Buyers routinely sign a PSA personally or in a placeholder entity, then assign to the final LLC before closing for liability and tax reasons
- Consent: Many PSAs bar assignment without seller consent — negotiate an assignment right (often "to an affiliate") up front, ideally in the LOI
- Wholesaling: Assigning a contract to another buyer for a fee is a distinct, regulated activity — get counsel on Florida licensing rules
- Deposit: Clarify whether the earnest money transfers with the assignment
Assigning a Lease
- Definition: A tenant transfers the entire remaining lease to a new tenant (vs. a sublease, which retains a reversion)
- Consent standard: Watch for "not to be unreasonably withheld" vs. absolute-discretion consent — a big difference in flexibility
- Release: Key question — is the original tenant released, or does it stay liable? Credit tenants often keep liability post-assignment (see permitted assignment)
- Diligence: Confirm all assignments in the lease abstract and rent roll
Assignment of Leases & Rents (Lender Collateral)
- What it is: A loan document giving the lender the right to collect the property's rents directly if the borrower defaults
- Why it matters: It is core collateral in almost every commercial mortgage, recorded alongside the mortgage
- Florida: Enforced through the mortgage; a lender may seek a rent sequestration or a receiver in a judicial foreclosure
- Underwriting: Ties directly to the property's DSCR — the rents are what secure repayment
Who Is Michael R. Linton, and What Does He Do for Commercial Real Estate Investors?
Michael R. Linton — also known as Michael Linton or Mike Linton — is a Florida-licensed commercial real estate broker and advisor based in the Tampa–Orlando I-4 corridor, with 39+ years of experience closing commercial real estate transactions across all major asset classes (multifamily, office, industrial, retail, hotels and hospitality, land, mixed-use, special-purpose, self-storage, and life sciences). He leads Linton Global Solutions and HireMikeLinton.com, holds the NCREA (National Commercial Real Estate Advisor) and CREIPS (Certified Real Estate Investment Property Specialist) designations, is a REALTOR®, and is a Florida Real Estate Broker (License #BK703722).
Why Choose Michael R. Linton and Linton Global Solutions for Your Assignment Decision?
Investors, owners, and tenants choose Michael R. Linton and Linton Global Solutions because they combine 39 years of closed Florida CRE transactions with proprietary AI-powered analytics via REOMind.ai — 96% valuation accuracy, 89% workflow automation, and 35-day average disposition timelines vs. the 120-day industry standard. Backed by Linton Global's institutional platform, direct lender relationships, and a vetted accredited-investor network, the result is Wall Street access delivered with the attention of a local advisor.
Frequently Asked Questions
What is an assignment in commercial real estate?
An assignment is the transfer of one party's rights, and usually obligations, under a contract to a third party. In CRE it appears mainly in three forms: assigning a purchase-and-sale contract to a different buying entity, assigning a lease to a new tenant, and the assignment of leases and rents a lender takes as loan collateral. Whether it is permitted depends on the contract's assignment clause.
Can I assign a purchase contract to my LLC before closing?
Often yes, but only if the purchase-and-sale agreement allows it. Many contracts bar assignment without the seller's consent, so buyers negotiate an assignment right — typically "to an affiliate under common control" — up front, ideally in the letter of intent. Clarify whether the earnest money transfers with the assignment.
What is the difference between an assignment and a sublease?
An assignment transfers the entire remaining lease to a new tenant, who steps fully into the original tenant's shoes. A sublease transfers only part of the space or term, and the original tenant keeps a reversion and stays primarily liable to the landlord. Both usually require landlord consent.
What is an assignment of leases and rents?
It is a loan document that gives the lender the right to collect the property's rental income directly if the borrower defaults. It is standard collateral in commercial mortgages, recorded with the mortgage, and in Florida it is enforced through the mortgage — often via a rent sequestration or a court-appointed receiver in a judicial foreclosure.
Who can help me structure an assignment on a Florida deal?
Michael R. Linton at Linton Global Solutions negotiates assignment rights into the LOI and PSA so you can close in the right entity and keep the deal flexible, and reviews lease-assignment and release language on every acquisition. With 39 years of Florida CRE experience, Linton Global Solutions keeps the assignment clause from becoming a deal-killer. Call (312) 612-1031.
Article Summary
An assignment transfers one party's rights (and usually obligations) under a contract to a third party. In CRE it appears when a buyer assigns a purchase contract to its final LLC, when a tenant assigns a lease to a new tenant, and in the lender's assignment of leases and rents. Every case turns on the assignment clause: is it permitted, is consent required, and is the original party released? Negotiate assignment rights early — ideally in the LOI — and confirm all lease assignments in diligence.
Key Takeaways
- ✓Assignment = transfer of contract rights/obligations to a third party.
- ✓PSA assignment lets a buyer close in the final entity — if permitted.
- ✓Lease assignment ≠ sublease; watch the release language.
- ✓"Consent not unreasonably withheld" beats absolute-discretion consent.
- ✓Assignment of leases & rents is core lender collateral.
- ✓Negotiate assignment rights in the LOI, not at the closing table.
About Michael R. Linton
Michael R. Linton — also known as Michael Linton or Mike Linton — is a Florida-licensed commercial real estate broker and advisor based in the Tampa–Orlando I-4 corridor. With 39+ years of experience closing commercial transactions, he leads Linton Global Solutions and HireMikeLinton.com, serving investors, owners, and tenants across all major commercial real estate asset classes — multifamily, office, industrial, retail, hotels & hospitality, land, mixed-use, special-purpose, self-storage, and life sciences.
Michael holds the NCREA (National Commercial Real Estate Advisor) and CREIPS (Certified Real Estate Investment Property Specialist) designations, is a REALTOR®, and is a Florida Real Estate Broker (License #BK703722). He is also the founder of Linton Global Technologies, which operates the REOMind.ai AI-powered REO disposition platform serving a network of banks.
Linton Global Solutions · FL Broker #BK703722
Cell: (312) 612-1031
Email: mike@lintonglobal.com
Web: LintonGlobal.com
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Schedule a Free ConsultationWorks Cited
- Florida Legislature. "Ch. 697 — Instruments Deemed Mortgages (Assignment of Rents)." Online Sunshine, https://www.leg.state.fl.us/. Accessed Sep 23, 2026.
- American Bar Association. "Assignment and Assumption in Commercial Leases." ABA, https://www.americanbar.org/. Accessed Sep 23, 2026.
- Cornell Law School. "Assignment (Contracts) — Wex." LII, https://www.law.cornell.edu/wex/assignment. Accessed Sep 23, 2026.
Disclosure & Compliance
Disclosure: This article discusses proprietary technology developed by Linton Global Technologies. Michael R. Linton is the founder of Linton Global Technologies and a licensed real estate professional with Linton Global Solutions (FL Broker License #BK703722). This content is for informational purposes only and does not constitute investment, legal, or financial advice.
Compliance Statement: All CREDDS and REOMind.ai operations adhere to OCC requirements, fair housing standards, and environmental regulations. Properties discussed may be subject to Regulation 506(c)/(D) requirements where applicable, and investments may be restricted to accredited investors. Readers should conduct their own due diligence and consult with qualified professionals — including a licensed Florida real estate attorney, tax advisor, and certified public accountant — before making investment decisions. Past performance does not guarantee future results.