contract-law
Asset purchaser&#39;s liability for the target&#39;s contracts
<p>I have had an ongoing contract with a non-US company, let's call it A. Now a US company B has purchased the A's asset — a software product I have been working on for A. A is now telling me that B has purchased the contract with me as well, and therefore I should now bill B and not A.</p>

<p>A quote from <a href="https://en.wikipedia.org/wiki/Asset_purchase_agreement" rel="nofollow noreferrer">here</a> says: </p>

<blockquote>
  <p>contracts held by a target, and acquired by a purchaser, will often
  require the consent of the counterparty in the context of an asset
  deal</p>
</blockquote>

<p>B has not yet approached me in regards to the contract. Am I right assuming that I cannot therefore bill B yet and should continue billing A until they negotiate signing of my contract with B?</p>

<p>You have a contract with A. You do not have a contract with B.</p>

<p>B can replace A in the contract if A, B and you all agree - this is called <a href="https://en.wikipedia.org/wiki/Novation" rel="nofollow noreferrer">novation</a>. It is possible that the contract has a clause allowing novation in which case you agreed to be novated when signing the contract.</p>

<p>Alternatively, A can <a href="https://en.wikipedia.org/wiki/Assignment_(law)#Assignment_of_contract_rights" rel="nofollow noreferrer">assign</a> their rights under the contract to B <em>without</em> your permission, however, A still remains liable for their obligations under the contract i.e. B is entitled to the benefit of your work but A has to pay you. </p>
