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Professional Standards Manual

Trading Services

4. General Information

(a) Contract Clauses View Entire Section

(xi) Assignments

[05/16/2016 the following section updated]

a) Real Estate Contract Assignments
A contract assignment occurs when a buyer transfers the contract to buy property to someone else before the completion date. The buyer can transfer the contract for any price, even for a higher price than they paid for the property. The buyer does not have to pay the seller any additional money if they make money from selling the contract.


Real estate contracts are assignable under the law unless the contract expressly forbids it. Section 36 of the Law and Equity Act provides that the seller’s consent to the assignment is not required, provided that notice in writing of the assignment is given to the seller.


b) Provincial Requirements for Licensees Relating to Real Estate Contract Assignments
On May 16, 2016, requirements relating to the assignment of real estate contracts came into force in BC. These requirements apply in all transactions where a licensee is acting for the seller and/or the prospective buyer of real estate (except where the contract is for the sale of a development unit by a developer, as those terms are defined in section 1 of the Real Estate Development Marketing Act).


All licensees providing trading services should carefully review the amendments to the Regulation.


The amendments provide that a licensee preparing a proposed contract for the purchase and sale of real estate (an “offer”) must include the following terms (the “Standard Assignment Terms”) unless otherwise instructed in writing by the person to whom they are providing trading services:

  1. this contract must not be assigned without the written consent of the seller; and
  2. the seller is entitled to any profit resulting from an assignment of the contract by the buyer or any subsequent assignee.


The amendments further provide that licensees must take certain steps if they are involved in a potential real estate transaction where an offer to be presented to the seller does not include the Standard Assignment Terms. These requirements are further discussed below.


c) Licensees Acting for Buyers

Notice to Seller Regarding Assignment Terms
If you are acting for a buyer and you are aware that an offer to be presented to the seller:

  • does not include one or both of the Standard Assignment Terms;
  • alters either of the Standard Assignment Terms;
  • or creates a new assignment term that is in any way different from the Standard Assignment Terms;

you must notify the seller’s licensee (or the seller, if the seller is unrepresented) using the Notice to Seller Regarding Assignment Terms form, available on the Council’s Forms page under the subheading “Disclosure Forms”.

Provide the form to the seller’s licensee at the same time the offer is presented.

You must use the Council’s form entitled Notice to Seller Regarding Assignment Terms, which is available on the Council’s website under the heading “Forms and Fees” and the subheading “Disclosure Forms”. You must provide the Notice to Seller Regarding Assignment Terms form to the seller or the seller’s licensee at the same time the offer is presented.

The same obligations apply to you if you are acting on your own behalf or on behalf of an associate as a buyer (directly or indirectly) in a real estate transaction. If you are aware that an offer to be presented to a seller does not include one or both of the Standard Assignment Terms, alters either of the Standard Assignment Terms, or creates a new assignment term that is in any way different from the Standard Assignment Terms you must provide the Notice to Seller Regarding Assignment Terms form to the seller or the seller’s licensee at the same time the offer is presented. These notice obligations are in addition to your obligation to disclose your interest in trade to the seller.


Advice to Buyers Regarding Assignment Terms and Conditions in Offers
When you are acting for a buyer and advising the buyer on whether to include the Standard Assignment Terms (or other terms and conditions relating to the assignment of the contract) in an offer, you should carefully consider and discuss with the buyer what may be best for them. For example:

In every case, when acting for a buyer you must be guided by your duties to your client. This includes your duties to act in the best interests of the client and in accordance with the client’s lawful instructions, and to advise the client to seek independent professional advice on matters outside of your expertise.

Assignment Option Clause 
Where the buyer wishes to have an express right to assign the contract to any third party, you should ensure they strike the default clauses from the Contract of Purchase and Sale (if the standard contract form is used) and consider using the following clause in the contract:

Assignment Option Clause

The Buyer reserves the right to assign this contract in whole or in part to any third party without further notice to the Seller; said assignment not to relieve the Buyer from his or her obligation to complete the terms and conditions of this contract should the assignee default.

In preparing an offer where the assignment of the contract of purchase and sale is contemplated, you should not use clauses such as ‘‘and/or nominee’’ or ‘‘and/or assignee’’ to describe the buyer. Arguments could be made that contracts containing such phrases in the description of the buyer are unenforceable due to uncertainty in the identity of the buyer.

Additional Buyer Assignment Clause 
Where the buyer wishes to have an express right to assign the contract by adding a specific buyer prior to closing (e.g. a spouse or family member), consider using the Additional Buyer Assignment clause in the contract, and provide the Notice to Seller Regarding Assignment Terms form to the seller or the seller's licensee at the same time the offer is presented:

Additional Buyer Assignment Clause

Notwithstanding Section 20A of the Contract, the Parties agree that the Buyer may, without the consent of the Seller, add (insert name of specific party/parties) as an additional buyer to the contract prior to closing. The Seller’s consent does not release the Buyer from liability under this Contract.

In preparing an offer where the assignment of the contract of purchase and sale is contemplated, you should not use clauses such as ‘‘and/or nominee’’ or ‘‘and/or assignee’’ to describe the buyer. Arguments could be made that contracts containing such phrases in the description of the buyer are unenforceable due to uncertainty in the identity of the buyer.

Licensees Acting for the Assignor or Assignee of a Contract
If you are asked to represent an assignor (original buyer) or assignee (ultimate buyer) pursuant to a Contract of Purchase and Sale, you should, as a minimum, ensure that:

  1. the assignor has the right to assign and the assignee has the right to receive a valid assignment by referring to the original contract;
  2. a proper assignment is drafted and validly executed (BCREA has created two forms entitled ‘‘Assignment of Contract of Purchase and Sale — New Development’’ and ‘‘Assignment of Contract of Purchase and Sale — Non-Development’’, both available on Webforms);
  3. the assignor is aware of their obligation to provide the seller with notice in writing of the assignment (unless the clause in the Assignment Option Clause has been used);
  4. the identities of the parties are clear and verified (e.g., proper photo identification, passport, etc., especially when the assignment involves parties with whom the seller may not be familiar); licensees acting for assignors should be particularly careful to establish the identity of the assignor. Licensees should confirm through acceptable identification that the person asking that the contract be assigned is the purchaser on the contract;
  5. the assignor’s and the assignee’s rights to the initial deposit under the original contract, if any, are dealt with; and
  6. in the event that an assignor or assignee is a corporate party, the individual signing on behalf of the corporate entity has the authority to bind the corporation (this may involve conducting a company search and obtaining a copy of the corporate resolution allowing that individual to execute the assignment on the company’s behalf).

Assignors should determine whether GST applies as a result of the assignment. As a licensee, you should advise your clients to seek independent professional advice on that issue.


Because the procedure and documentation for assignment can be complex and fraught with difficulties, it is in everyone’s best interest to advise all parties to seek legal advice in the drafting of effective and enforceable assignments of any Contract of Purchase and Sale. You should document having provided this advice. Members of real estate boards/associations may also wish to refer to the additional information about assignments of contracts (e.g., BCREA Assignment of Contract of Purchase and Sale — Q&A Guide and ‘‘A REALTOR’s Guide to the BCREA-CBA Assignment Agreement’’) found on the REALTORLink website.


d) Licensees Acting for Sellers
If an offer presented to a seller does not include one or both of the Standard Assignment Terms, as the seller’s licensee you must do the following, before the seller accepts the offer:


a) Provide the seller with the Notice to Seller Regarding Assignment Terms form presented by the buyer’s licensee (this will not apply where an offer is presented by an unrepresented buyer, as unrepresented buyers are not obliged to provide that form);


b) Inform the seller that the offer before them is missing the Standard Assignment Term(s);


c) Advise the seller whether the offer provides that the contract may be assigned;


d) If the offer provides that the contract may be assigned, advise the seller:
i. about any conditions on the right of assignment of the contract, and
ii. about the seller’s entitlement under the contract to any profit resulting from an assignment of the contract, if applicable.


The goal of the these requirements is to ensure that before they enter into a contract for the purchase and sale of their property, the seller understands and accepts the terms and conditions that will govern any assignment of the contract by the buyer, regardless of whether:

  • the offer contains the Standard Assignment Terms;
  • the offer is silent with respect to assignments; or
  • the offer contains assignment terms that differ from the Standard Assignment Terms.


When you are advising the seller on whether or not to insist that an offer include the Standard Assignment Terms (or other terms and conditions relating to the assignment of the contract), you should carefully consider and discuss with the seller what may be in their best interests. For example:

  • Consider the market conditions: is it a buyers market? A seller’s market?
  • Consider the seller’s circumstances.
  • Discuss your obligations under the regulations and the Notice to Seller Regarding Assignment Terms form, when appropriate.
  • If there are any issues outside of your expertise, advise your client to seek independent legal advice.

As a licensee, you have an obligation to discuss everything material to the transaction with your client, including the subject of assignments. If the seller is uncertain about any of the terms in the contract they should be advised to seek legal advice.


In every case, as a licensee acting for a seller you should be guided by your duties to your client. This includes the duty to act in the best interests of the client and in accordance with the client’s lawful instructions, and to advise the client to seek independent professional advice on matters outside of your expertise.


e) Requirements for Brokerages

Brokerages are required by section 8-4(1) of the Rules to keep copies of Notice to Seller Regarding Assignment Terms forms.

These copies must be provided to the brokerage by licensees who:

  • act for a buyer,
  • act for themselves as a buyer, or
  • act for a seller.