Wholesaling Glossary · Contracts & Deal Structure

What Is an Assignment Addendum?

Also known as: Assignability Addendum

Attached to a purchase agreement and signed by the same parties, an assignment addendum states that the buyer may transfer the contract to someone else and sets any conditions for doing so. It lets the deal pass to an end buyer without a new agreement with the seller.

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Attached to a purchase agreement and signed by the same parties, an assignment addendum states that the buyer may transfer the contract to someone else and sets any conditions for doing so. It lets the deal pass to an end buyer without a new agreement with the seller.

Assignment Addendum explained

The addendum travels with the purchase agreement as its own page, so the right to assign is easy to see without hunting through the main contract. It typically states that the buyer may assign to any person or entity, and it addresses whether the original buyer stays responsible after assignment or is released, whether the seller must be notified, and sometimes that the seller understands the buyer may resell. It carries no price terms; those stay in the main contract. An "and/or assigns" phrase in the contract body can do part of the same job, but a separate addendum states the right plainly and is easier to point to when a title company asks.

Acquisitions attaches the addendum when the contract is signed, so the right to assign is documented before anyone needs it. Disposition then pairs it with the separate assignment agreement signed with the end buyer, which actually moves the rights. People mix the two up because both are called assignment documents: the addendum sits on the seller side of the paper trail, the assignment agreement on the buyer side, and the title company usually asks for both. The contract’s terms for earnest money, inspection, and closing date pass to the end buyer, so the addendum should be read against what that buyer expects.

State rules matter more here than almost anywhere else in wholesaling. Some states require specific disclosures to the seller that the buyer may assign for a fee, restrict advertising a property the marketer does not own, or treat repeated assignments as brokerage activity that needs a license. A seller who feels misled about the assignment can dispute the contract. Use attorney-reviewed forms and be open about the intent to resell. Having the addendum does not make an assignment lawful everywhere.

Example

A wholesaler signs a purchase agreement with a seller and attaches a one-page assignment addendum. It lets her assign to an end buyer, requires notice to the seller, and says she stays responsible until the end buyer closes. When a buyer is found, the title company asks for the addendum alongside the separate assignment agreement.

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Frequently Asked Questions

No. The addendum is attached to the original purchase agreement and gives the buyer the right to assign. The assignment contract is the separate document between the wholesaler and the end buyer that actually transfers the rights. Deals typically need both.
That phrase may be enough in some places, but an explicit addendum removes doubt about what the seller agreed to. Some states and title companies look for clearer language, so using the addendum is the safer habit.
It depends on the contract and state law. Some states require disclosure that the buyer intends to assign or resell, and the addendum can include notice terms. Even where it is not required, openness about the resale intent avoids disputes.
That depends on the addendum. Some release the original buyer once the end buyer takes over, while others keep them responsible if the end buyer fails to close. The language should be read closely before anyone relies on it.

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