Utah's New REPC Section 19. Assignment has replaced Abrogation as the section contents.
There are two concepts between the old and new REPC, Section 19 dealing with assignment and abrogation.
The old REPC Section 19 was described the condition of abrogation, meaning the contract was considered "torn up" or "destroyed" after settlement and closing. The contract doesn't mean anything and is considered non-existent at that point.
The new REPC Section 19 has replaced abrogation with No Assignment.
Utah Association of Realtor's legal counsel states: "The legal doctrine of abrogation and the merger of the deed and the contract are retained through the separate sentences that appear throughout the REPC, so we don't need a separate section on Abrogation."
In Section 19 No Assignment has replaced the abrogation statements.
Contracts are generally assignable, but with many exceptions. Buyers can still assign the REPC...but the Buyers have to get the Seller's consent. But if the Buyer has a permissible transfer situation (owns the business entity that's purchasing the property after the assignment, or is part of the family partnership that will buy the property after assignment, etc.,) permission from the Seller is not necessary.
The inclusion of the phrase: "and/or assigns" earlier in the contract (pre-printed language) ...constitutes the Seller's consent only to a permissible assignment only.
Old REPC
Section 19:
19. ABROGATION. Except for the provisions of Sections 10.1, 10.2, 15 and 17 and express warranties made in this Contract, the provisions of this Contract shall not apply after Closing.
New REPC
Section 19:
19. NO ASSIGNMENT. The REPC and the rights and obligations of Buyer hereunder, are personal to Buyer. The REPC may not be assigned by Buyer without the prior written consent of Seller. Provided, however, the transfer of Buyer’s interest in the REPC to any business entity in which Buyer holds a legal interest, including, but not limited to, a family partnership, family trust, limited liability company, partnership, or corporation (collectively referred to as a “Permissible Transfer”), shall not be treated as an assignment by Buyer that requires Seller’s prior written consent. Furthermore, the inclusion of “and/or assigns” or similar language on the line identifying Buyer on the first page of the REPC shall constitute Seller’s written consent only to a Permissible Transfer.
I’m remarking on the new REPC changes as I see them. This isn't legal advice.
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This is the final installment of the Utah REPC changes. The new REPC goes into force on January 1, 2009 exclusively, and the former REPC is officially discontinued.
There are a couple more sections in the new REPC that haven't changed from the former version and are likewise not covered here.
The State of Utah, Division of Real Estate, and the Utah Attorney General indicates all licensed agents in Utah are required to use the REPC.
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