And/Or Assigns: Meaning, Liability and When to Use It

“And/or assigns” is wording added after the buyer’s name on a real estate purchase contract, such as “Jane Smith and/or assigns,” to show the buyer may transfer the contract to someone else before closing. It is the phrase most wholesalers use to make assignment clear, but it does not by itself make a deal legal, release you from the contract, or override a clause that forbids assignment.

Used well, those three words let you close in your LLC, assign to a cash buyer, or bring in a partner. Used carelessly, they confuse sellers, trigger rejections from banks, and in some states run into wholesaling disclosure laws. This guide explains what the phrase does, what it does not do, and how to use it honestly.

What the phrase actually means

A purchase contract creates rights (to buy the property at the agreed price and terms) and duties (to deposit earnest money, perform inspections on time, pay the price, and close). An assignment transfers your position to another party, called the assignee.

Under general contract law, an assignment of a contract is treated as both an assignment of rights and a delegation of duties unless there is evidence otherwise, and the original party generally remains secondarily liable unless expressly released, as the Legal Information Institute’s explanation of assignment describes. That second point is the one many wholesalers miss. Writing “and/or assigns” and then assigning the contract usually does not make you disappear from the deal.

The phrase works as notice. It tells the seller, the title company, and anyone reading the contract that the named buyer expects the right to substitute another buyer. Most standard purchase contracts also have a separate assignment clause, which controls the details.

“And/or assigns” vs. “or assigns” vs. “assigns”

You will see several variations, and investors argue about which is better.

Wording	How it is commonly read	Practical note
Jane Smith and/or assigns	Jane, her assignee, or both may take title	Most common in wholesale contracts
Jane Smith or assigns	Jane or her assignee may take title	Some argue this implies Jane steps out entirely once assigned; courts and contract terms decide
Jane Smith, its successors and assigns	Common in commercial deals; covers entities and successors	Often paired with a detailed assignment clause
Jane Smith, LLC (to be formed)	Buyer is an entity not yet created	Different issue; entity must actually exist at closing

No variation of the label guarantees a release from liability. If you want to be released once you assign, the contract should say so expressly, or the seller should sign a release or a novation agreement. In a true novation, the seller agrees to substitute the new buyer and discharge you.

What “and/or assigns” does not do

It does not override an anti-assignment clause

If the body of the contract says the buyer may not assign without the seller’s written consent, adding “and/or assigns” next to your name creates a conflict. A court will read the whole contract, and the specific clause may control. Fix the conflict before signing: either strike the restriction with the seller’s initials or get written consent built in.

It does not make wholesaling legal where it is regulated

Several states now regulate wholesale transactions directly. For example:

Illinois treats as brokerage activity a pattern of business of dealing in contracts, “including assignable contracts,” and defines a pattern as 2 or more occasions in any 12-month period (225 ILCS 454/1-10).
Oklahoma requires wholesalers to give homeowners specific written disclosures, including that the homeowner may cancel without penalty within two business days of signing (59 O.S. § 858-314).
South Carolina amended its real estate licensing law in 2024. The state’s licensing agency explains that marketing a contractual position is permissible, while marketing the underlying property owned by another for compensation falls under brokerage (SC LLR summary of Act 204).

Rules like these change quickly, and they differ in important ways. Before you sign in any state, read our overview of whether wholesaling is legal, our guide to a real estate license for wholesaling, and the current guide for that market in our state directory.

It does not hide what you are doing

Some investors treat “and/or assigns” as a way to slip assignment past a seller. That approach backfires. Sellers who learn later that a stranger is closing on their house, at a higher price they never heard about, often feel deceived. Some refuse to close. In states with disclosure laws, nondisclosure can create real legal exposure. Explain assignment in plain language at the kitchen table.

It does not guarantee the title company will close

Title and escrow companies have their own requirements. Some will not close an assignment without a fully signed assignment agreement, the end buyer’s identity, and clarity about how the assignment fee appears on the settlement statement. Work with an investor-friendly title company and ask their requirements before you sign.

When to use “and/or assigns”

The phrase is useful whenever the party who signs the contract may not be the party who takes title.

Classic wholesale assignment. You sign the contract, find a cash buyer, and assign your position for a fee. See our guide to the assignment fee for how that fee is set and paid.
Closing in your own entity. You sign personally while your LLC is being formed, then assign to the LLC.
Joint ventures. You lock up the deal and assign to a partner or a JV entity that will fund it.
Retirement-account purchases. An investor signs, then assigns to a self-directed IRA that will hold the property, subject to the custodian’s rules.

When to leave it off

Sometimes the phrase does more harm than good.

Bank-owned and REO purchases. Many lender addenda prohibit assignment outright, and offers with assignment language may be rejected. Our REO guide covers how to approach these properties.
Listed properties with picky sellers. Some listing agents advise sellers to reject offers with assignment language. A clean offer may win, and a double close can serve the same purpose if a resale is needed.
Short sales. Lenders approving a short sale often require an arm’s-length affidavit and restrict assignment or quick resale. Read our short sale guide.
States or deals where the legal picture is unclear. If licensing or disclosure rules are uncertain, talk to a local real estate attorney first.

What a strong assignment clause covers

The words after your name are only a label. The assignment clause in the body of the contract does the real work. When you review a contract, or ask an attorney to draft one for your market, look for these points:

Permission to assign. A plain statement that the buyer may assign the contract without the seller’s further consent, or with consent that will not be unreasonably withheld.
Notice to the seller. Whether and when the buyer must tell the seller about an assignment and identify the assignee.
Assumption by the assignee. That the assignee takes on all of the buyer’s obligations, including deadlines and closing.
Release, if any. Whether the original buyer is released after assignment. Many sellers will not agree to this, and that is their right.
Earnest money handling. Whether the original deposit stays in escrow, is credited to the assignee, or is replaced.
No change to seller terms. Confirmation that the price, closing date, and other seller terms do not change because of an assignment.
Disclosure language required by state law. In states with wholesaling statutes, required disclosures may need to appear in the contract or a separate signed form.

If any of these points is missing or contradicts the “and/or assigns” label, resolve it before both parties sign.

How the paperwork looks at closing

Assignments are routine for title companies that work with investors, but the documents need to line up.

Document	Who signs	Why it matters
Original purchase contract with “and/or assigns”	You and seller	Establishes the right to assign
Assignment of contract	You and end buyer	Transfers your position and sets your fee
Assignee’s deposit receipt	Title company	Shows the end buyer’s commitment
Any state-required disclosure	Seller, and sometimes buyer	Satisfies wholesaling statutes where they apply
Settlement statement	All parties	Shows the price, your fee, and payoffs

Our guide to the settlement statement explains how to read that last document, including where an assignment fee usually appears. If your title company asks for something else, such as identification for the end buyer’s entity or a signed statement about the fee, provide it early so the closing date does not slip.

How to explain it to a seller

A simple, honest script works best:

“You’ll notice the contract says my name and then ‘and/or assigns.’ That means I might close myself, close through my company, or bring in a partner buyer who closes in my place. Either way, your price, your closing date, and your terms stay exactly as written. You’ll get paid at closing through the title company. Do you have any questions about that?”

Then answer the follow-up questions without dodging. If the seller asks whether you might sell the contract for more, the honest answer is yes, and explaining that you are paid for finding the deal, managing the process, and bringing a reliable buyer is a reasonable answer. Our guide to negotiating with motivated sellers has more on building trust.

Step-by-step: assigning a contract that says “and/or assigns”

Confirm the contract is assignable. Check for anti-assignment language, seller-consent requirements, and personal contingencies that will not transfer cleanly.
Open escrow and deposit earnest money. Do this promptly so the deal is documented with a neutral party.
Market the contract, not the house, where required. Some states distinguish marketing your contractual position from advertising the property itself. Follow your state’s rules.
Sign an assignment agreement. It should identify the original contract, the assignee, the assignment fee, who keeps or replaces the earnest money, and that the assignee assumes the buyer’s duties.
Collect the assignee’s deposit. Many wholesalers require a non-refundable deposit from the end buyer at signing.
Deliver everything to title. The original contract, any addenda, the assignment agreement, and the end buyer’s contact information.
Close. The end buyer pays the price plus your fee, the seller is paid, and your fee is disbursed according to the settlement statement.

Worked example with the numbers (hypothetical)

All figures are hypothetical and only illustrate how an assignment flows.

Item	Hypothetical figure
Contract price with seller	$132,000
Your earnest money	$1,000
After-repair value	$220,000
Estimated repairs	$28,000
End buyer’s maximum offer (70% of ARV minus repairs)	$126,000

That last line is a problem. At $132,000, the contract is already above what a typical cash buyer using the 70% rule would pay, so there is no room for any assignment fee. Run your numbers with the MAO calculator before you sign, not after.

Now change the contract price to $112,000. The end buyer’s ceiling is still $126,000. You assign the contract for a $12,000 fee, so the buyer’s all-in purchase cost is $124,000. At closing, the seller receives $112,000 less their costs and payoffs, your $12,000 fee is paid through the settlement statement, and your $1,000 earnest money is either refunded or credited according to your assignment agreement. “And/or assigns” made the substitution clear; the numbers made the deal work.

Mistakes that cause assignment disputes

Conflicting clauses. “And/or assigns” on page one and “buyer may not assign” on page six.
No assignment agreement. A handshake with your end buyer leaves the fee, deposit, and responsibilities unclear.
Hiding the fee. Sellers and buyers will see the settlement statement. Surprises damage trust and can create legal issues.
Assuming you are off the hook. Unless released, you may still be liable if your assignee fails to close.
Ignoring state rules. Licensing, disclosure, and cancellation requirements apply regardless of the wording after your name.
Using it on deals that forbid it. Bank addenda and short sale approvals often prohibit assignment.

When “and/or assigns” is not the right tool

If the seller or the transaction will not allow assignment, the alternatives are buying the property yourself and reselling, using a double close, partnering through a joint venture where you remain the buyer, or getting a signed option instead of a purchase contract. An option contract has its own rules and is not a shortcut around licensing laws. Each path has different costs, timelines, and legal considerations, so pick the one that fits the deal rather than forcing assignment where it does not belong.

And/or assigns FAQ

Is “and/or assigns” legally required to assign a contract?

Not always. Many contracts are assignable unless they say otherwise, but the phrase and a clear assignment clause remove doubt and help the title company.

Can a seller refuse to close because I assigned the contract?

If the contract allows assignment and you followed its terms and any applicable state law, the seller generally must perform. If the contract restricts assignment or a state disclosure rule was not followed, the seller may have grounds to refuse.

Does the end buyer see my assignment fee?

Usually yes. The fee typically appears on the settlement statement, and title companies need it to disburse funds. Assume every party will see it.

Am I still liable after I assign?

Often yes, secondarily, unless the contract or a separate agreement releases you. A novation with the seller’s signature is the clearest way to be released.

Can I assign the contract to my own LLC?

Yes, if the contract allows assignment. Many investors sign personally with “and/or assigns” and then assign to their LLC before closing so the entity takes title. Check that the LLC is properly formed and in good standing, that the title company has its documents, and that any lender involved will lend to the entity.

What is the difference between assigning and double closing?

With an assignment, your end buyer steps into your contract and buys directly from the seller, and your fee shows on the settlement statement. With a double close, you buy the property yourself and resell it, usually the same day, using two separate closings. A double close costs more in closing costs and may need transactional funding, but it keeps the two purchase prices on separate statements.

Can I use “and/or assigns” on an FHA or conventional buyer’s offer?

You can write it, but lenders and listing agents may object, and quick resales involving FHA financing have their own rules. Our guide to the FHA 90-day flip rule explains one of them.

Clear contracts and honest explanations matter more than the exact wording after your name. Treat “and/or assigns” as one piece of a transparent assignment process, check your state’s current rules, and you will close more deals with fewer surprises.

State rules for assigning contracts

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