Florida Assignment of Contract: How Wholesaling Works, Legal Rules & Buyer Due Diligence

By Emanuel Greco, Licensed FL Real Estate Professional · Updated July 2026

An assignment of contract is the transfer of a buyer's rights under a purchase and sale agreement to a third party — the "end buyer." The original buyer (the assignor) never takes title; they sell their position in the contract for an assignment fee. This is the core mechanism of real estate wholesaling in Florida, one of the most active wholesale markets in the country. Whether you're a buyer purchasing from a wholesaler or an investor learning the model, understanding how assignments work legally in Florida is essential.

How a Florida Assignment of Contract Works

1. Wholesaler finds a distressed property — typically off-market, below market value, motivated seller
2. Wholesaler signs a purchase contract with the seller — the contract typically includes an assignment clause or uses language like "and/or assigns" after the buyer's name
3. Wholesaler markets the deal to investors — usually through a buyer's list, social media, or investor networks
4. Assignment agreement signed — the wholesaler and end buyer sign a separate assignment agreement transferring the wholesaler's contractual rights to the end buyer for an assignment fee
5. End buyer closes with the original seller — the end buyer steps into the wholesaler's position and closes per the original contract terms
6. Assignment fee paid — typically at closing, from the end buyer's funds, through the title company

Florida Assignment Clause Requirements

For an assignment to be valid in Florida:

• The original purchase contract must permit assignment — either explicitly (assignment clause) or by not prohibiting it. Most contracts are freely assignable unless they include language like "this contract is not assignable" or "buyer may not assign without seller's written consent."
• The Florida Realtors / Florida Bar standard contract (the most commonly used form) does not prohibit assignment by default — but some builders' contracts and REO (bank-owned) contracts explicitly prohibit assignment
• The assignment agreement itself should be in writing and signed by both assignor and assignee
• The seller must be notified of the assignment before closing (if the contract requires consent, obtain it in writing)

Florida's 2023 Wholesaling Disclosure Law

Florida passed significant wholesaling regulation effective July 1, 2023 (F.S. §475.42). Key requirements for anyone assigning contracts in Florida:

• Written disclosure to seller: The wholesaler must give the seller a written disclosure before or at the time the contract is signed, stating that they intend to assign the contract and earn a fee
• Disclosure of assignment fee: The wholesaler must disclose to the seller how much they will receive as an assignment fee
• Disclosure to end buyer: The assignment agreement must include the original contract price and the assignment fee so the end buyer sees the full picture
• License required to market to general public: Advertising and marketing unowned properties to the general public constitutes real estate brokerage and requires a license. Wholesalers must market only to their own investor networks — not through MLS, Zillow, or public listings

What End Buyers Must Verify Before Closing on an Assignment

1. Review the original purchase contract — confirm the price, closing date, inspection rights, contingencies, and earnest money. You step into these terms.
2. Verify the assignment is permitted — check the original contract for any anti-assignment language
3. Conduct your own due diligence — the wholesaler's due diligence (if any) is not your protection. Order your own inspection, title search, and review the property personally
4. Confirm the earnest money — understand whether the original earnest money has been deposited and by whom; as end buyer you may owe additional earnest money to the title company
5. Confirm the closing timeline — assignment deals often have tight closing windows because the original contract's inspection period may have passed
6. Get title insurance — always. The assignment does not change your title insurance obligation
7. Know the total all-in cost: purchase price + assignment fee = your effective acquisition cost. Make sure the deal still makes sense at this combined number

Assignment Fee vs. Double Closing

Florida's 2023 disclosure law effectively reduces the advantage of double closing to hide the wholesaler's margin — the spirit of the law requires transparency about the fee regardless of structure.