How Investors Bypass the “No-Assignment Clause” in New York Contracts (Legally & Smoothly)

In New York, most sellers—and many agents—add a “No Assignment” clause to block wholesalers or prevent the contract from being transferred. But investors still get deals done every day.
Here are the practical, legal, and tested ways experienced NYC buyers work around it.

1. Use an LLC from Day One

Instead of contracting in your personal name, go under:
“123 XYZ Holdings LLC, or its members.”
You’re not “assigning” the contract — you’re simply selling the LLC.
This is common, clean, and avoids violating the clause.

2. Add a Built-In Exit Line

When possible, negotiate a line like:
“Purchaser may add additional members or entities for closing.”
Not an assignment. Just adjusting ownership. Sellers often accept it.

3. Do a Double Closing

A→B and B→C — same day.
You close first, then immediately sell.
No assignment needed, and title companies in NY do this every day.

4. Equity Split Instead of Assignment

Instead of transferring the contract, bring your buyer in as a partner.
They fund the closing, you keep your fee inside the partnership.
Clean way to avoid triggering assignment language.

5. Negotiate Transparency

Many sellers don’t care about the clause — they care about:
• certainty
• speed
• avoiding problems
Tell them your team or partner might close, not a stranger.
Often they agree.