Non-assignment clauses are back in the news again. Many commercial and finance contracts contain a qualified non-assignment clause which prohibits an assignment without the prior written consent of the other party.

What happens when one of the contracting parties purports to assign receivables arising under the contract without the prior consent of the other, but consent is subsequently granted? Does that consent constitute valid waiver of the prior breach of contract? If so, does property in the receivables still pass to the assignee, and if so, when does it do so?

These and other thorny issues were considered in Kemp & Hunt (as Joint Administrators of A1 Comms) v WTB UK SPV No.1 Ltd & Telefonica UK Ltd [2024] EWHC 2235 (Ch), in which the court held that Telefonica validly waived an assignment in breach of a non-assignment clause, so that receivables vested in WTB.

We are delighted to say that members of Radcliffe Chambers appeared for all the parties. Simon Mills and Matthew Tonnard (instructed by Bermans) appeared for WTB, Chloe Shuffrey (instructed by Wedlake Bell LLP) appeared for A1, and Catherine Doran (instructed by Shoosmiths LLP) appeared for O2.

Read the full judgment here.