This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Here is a plain English explanation of the Binding on Successors or Assigns clause:
This clause states that the contract is binding upon the parties signing it as well as their successors and assigns.
It means the contract applies to the original parties and also to any future individuals or entities that take over the parties' responsibilities or ownership. For example, if one party is acquired, the contract obligations transfer to the new owner.
The successors and assigns also gain the benefits and rights outlined in the contract. The duties and privileges in the agreement extend to inheriting parties.
In simple terms, this clause extends the terms of the contract beyond just the original signers to any successors they hand over responsibility to and anyone the contract gets assigned to.
Both the obligations and rights are binding on future inheriting parties
Binding successors and assigns clauses have long been a fundamental component of contract law, tracing back to medieval English common law.
The core purpose is ensuring continuity of agreements over time and changes in the parties involved. Some key aspects of their historical emergence include:
In early English common law, contracts applied only to the direct parties involved. But over time, courts determined agreements could bind successors inheriting assets or obligations. This provided more commercial certainty.
Initially interpretive in nature, explicit successor clauses appeared in contracts by the 1700s. Drafting practices formalized passing rights and duties to inheritors and assignees.
Wider business organizational shifts contributed to adoption, especially the rise of corporations with perpetual existence. Agreements needed to outlive any individual member or officer.
As business structures and partnerships grew more complex, successor clauses became vital for maintaining integrity of deals. They prevented dissolution when ownership changed hands.
Today these clauses reinforce contract stability and continuity.
They ensure that transitions in the parties involved, whether planned or unplanned, do not undermine the core commercial purposes.