Deal structure

What documents do I need for an assignment of contract?

For an assignment of contract, you primarily need the original purchase agreement with the seller and the assignment agreement itself, which transfers your rights to a cash buyer. You will also need a clear understanding of state-specific disclosures and title company requirements.

October 15, 2026 · 3 min read

The purchase and sale agreement with the seller

This is your initial contract with the property owner. It outlines the terms of your agreement to purchase the property. This document must contain an assignability clause, explicitly stating that you, as the buyer, have the right to assign the contract to a third party.

Without this clause, or if the contract explicitly forbids assignment, you cannot legally assign your rights. Ensure the purchase price, property description, and closing timeline are accurately detailed. This contract forms the foundation of the entire assignment process.

The assignment agreement itself

This separate document formally transfers your rights and obligations as the buyer in the original purchase agreement to your end buyer (the assignee). It specifies the assignment fee you will receive for facilitating the deal.

The assignment agreement identifies all parties involved, references the original purchase agreement, and outlines the new buyer's responsibilities. Both you and your end buyer must sign this document. Make sure it clearly states that the assignee assumes all terms of the original contract.

Earnest money deposit (EMD) documentation

While not strictly an assignment document, the earnest money deposit is crucial. You, as the wholesaler, typically put down an EMD with the seller to show good faith. When you assign the contract, your end buyer usually reimburses you for this EMD, or places his or her own EMD directly with the title company.

Keep clear records of any EMD paid and received. This demonstrates commitment and helps secure the deal. The EMD is a non-negotiable part of most real estate transactions, regardless of the deal structure. (Note: This is not financial advice; consult with a licensed professional.)

State-specific disclosures

Depending on your state and the property type, various disclosures may be required. These often include lead-based paint disclosures for properties built before 1978, property condition disclosures, or other environmental reports. It's the seller's responsibility to provide these, but you, as the initial buyer, should ensure they are collected and passed on to your assignee.

Your end buyer will need to review and acknowledge these disclosures. Neglecting state-mandated disclosures can lead to legal complications down the line. Always verify the specific requirements for your jurisdiction.

Proof of funds from the end buyer

Your title company will require proof of funds from your end buyer to confirm he or she has the capital to close the transaction. This is typically a bank statement or a letter from a hard money or private money lender. You should also request this from your end buyer to verify his or her capability.

Having verified proof of funds ensures that your assigned contract will proceed smoothly to closing. A strong buyer with readily available funds is key to a successful assignment, minimizing the risk of the deal falling apart.

Questions people ask

Do I need a lawyer to draft these documents?

It's always recommended to have a real estate attorney review or draft your contracts to ensure they comply with local laws and protect your interests. Wholesaling regulations can vary significantly by state and county.

What if the seller doesn't want me to assign the contract?

If your original purchase agreement doesn't include an assignability clause, or explicitly forbids it, you cannot assign the contract. This is why reviewing the terms of your initial contract carefully is crucial before signing.

Can I use the same purchase agreement for all my deals?

While you can use a standardized purchase agreement template, always ensure it is adaptable to the specifics of each deal and compliant with the laws in the property's jurisdiction. Templates should be reviewed periodically for legal updates.