A purchase contract isn’t just a promise to buy a house. It’s a right — and rights can sometimes be transferred.
That transfer is called an assignment of contract. It’s the most common structure in wholesaling, and it’s also where I see the most confusion, sloppy paperwork and broken trust with sellers. Let me walk you through how an assignment works, what makes one clean, and where the law gets involved.
What an assignment of contract is
When you sign a purchase agreement as the buyer, you hold the contractual right to buy that property on the agreed terms. In an assignment, you (the assignor) transfer that right to another buyer (the assignee). The assignee then closes with the seller on the original terms and price.
Three parties, two documents:
- The purchase agreement between you and the seller.
- The assignment agreement between you and your end buyer, which transfers your rights and states what the assignee pays you for them.
At closing, the end buyer pays the seller the original contract price, and your assignment fee appears on the settlement statement. Nothing about the seller’s price changes.
What makes a real estate contract assignable
Most contracts are assignable unless they say otherwise — but “most” isn’t good enough when it’s your earnest money and your reputation. Check four things.
1. The assignment clause
Read it word for word. Some agreements prohibit assignment. Some require the seller’s written consent. Some are silent. Silent isn’t the same as permitted in every situation, so ask your attorney.
2. The buyer name
Investors often write their name or entity followed by “and/or assigns.” That signals intent to assign. It doesn’t replace a clear assignment clause, and it doesn’t replace explaining things to the seller.
3. Financing and personal terms
If the contract depends on your financing or your personal circumstances, assigning it can raise problems. Keep investor contracts simple.
4. Your state’s rules
This is the one people skip. From 2024 into 2026, more than a few legislatures rewrote how they treat assignments — some now want a license, a registration or a signed disclosure before you advertise a contract. Read your state’s current rules and have a local real estate attorney look at your process first. My overview of wholesaling laws explains what to look for.
Disclosure to the seller: say it plainly
Here’s my rule. If there’s any chance you’ll assign the contract, the seller should know before they sign — in plain words, not buried on page seven.
Tell them:
- You’re a real estate investor, not a retail homebuyer.
- You may close yourself, close with a partner, or assign your contract to another investor.
- Their price and terms don’t change if you assign.
- Who will contact them about access, inspections and closing.
Many investors put a short disclosure in writing and have the seller initial it. Your attorney can draft one for your state. The point isn’t covering yourself. The point is that the seller is making a big decision and deserves to understand who they’re dealing with. If you’re a seller reading this, my guide for South Carolina sellers lists the questions to ask.
Why your closing attorney sees it first
Before you sign an assignment with your end buyer, send the purchase agreement and the draft assignment to your closing attorney or title company. Here’s why:
- They confirm the original contract allows it.
- They make sure the assignee’s name and entity are correct for title and deed preparation.
- They know how they’ll show your fee on the settlement statement.
- They flag anything that might delay closing — liens, estate issues, missing signatures.
Closing professionals hate surprises. Bring them in early and they become your best allies.
What goes in the assignment agreement
Have an attorney draft or review yours. At minimum it usually covers:
- Parties: assignor, assignee, and a reference to the original seller and contract.
- The property, identified the way your closing professional prefers.
- The transfer of all your rights and obligations under the purchase agreement.
- What the assignee pays you, and when — commonly a non-refundable deposit at signing and the balance at closing.
- What happens to the earnest money you already posted.
- What happens if the assignee fails to close.
- A statement that the assignee has done their own due diligence.
Assignment vs. double close
An assignment is one closing; your fee shows up on the settlement statement. A double close is two closings where you actually take title for a moment. Some investors prefer a double close for privacy or because a contract isn’t assignable. Others prefer assignments for simplicity. The right answer depends on your contract, your state and your attorney’s advice.
How the fee is set
Your fee comes from the spread between your contract price and what your end buyer can pay and still make the deal work at their numbers. Push it too hard and buyers stop answering your calls. I explain the thinking — not amounts — on the wholesale assignment fee page.
The South Carolina wrinkle
South Carolina’s statute carves the bare act of assigning a residential purchase contract out of its wholesaling definition. But the state Real Estate Commission reads the definition as a whole: an assignment can still be wholesaling when there’s marketing of the property before you own it and an expectation of compensation. SC investors should start with my breakdown of the South Carolina statute and advisory, then take their specific process to an attorney. In my own SC deals, I’m the buyer of record and I close.
Your next step
Pull out the purchase agreement you plan to use. Read the assignment clause out loud. Then write a one-paragraph disclosure in plain English telling a seller exactly what you might do with their contract. Take both to an attorney.
If you want eyes on a contract or a deal before you sign anything, bring it to REI Skool — my free community where investors post deals and get feedback. And for the full wholesale process, go back to how wholesaling real estate works.
Questions people ask
What does “and/or assigns” mean on a purchase agreement?
It’s language added after the buyer’s name signaling the buyer may transfer the contract to someone else. Many investors use it, but on its own it doesn’t settle every question — the rest of the contract, state law and how you disclose your intent to the seller all matter. Have an attorney review your agreement.
Can a seller refuse an assignment?
If the contract prohibits assignment or requires the seller’s consent, yes. That’s why you read the assignment clause before you sign, and why you explain your plans to the seller up front.
Is assigning a contract the same as wholesaling?
Not automatically, and the answer depends on your state. In South Carolina, for example, the definition of wholesaling excludes the act of assigning itself, but an assignment can still be wholesaling when marketing and compensation are involved. See the South Carolina law page.