In ACC Construction Co., Inc. v. Robertson-CECO II Corporation, the United States District Court for the Middle District of Georgia held that an assignee of a builder agreement did not assume the assignor’s contractual obligations and therefore could not be held liable for breach of contract, indemnity, or contribution. See 2026 WL 474866 (M.D. Ga. 2026). The dispute arose between Plaintiff ACC Construction Co., Inc. (“ACC”), as assignee of Jerry Herron d/b/a HHH Building Sales (“HHH”), and Defendant Robertson-CECO II Corporation (“CECO”).

In 2022, the United States Army Corp of Engineers (“USACE”) issued a Request for Proposal for a construction project on Robins Air Force Base in Warner Robins, Georgia (“the Project”).  The bid for the Project was a “lowest price, technically acceptable bid” framework. ACC Construction Co., Inc. (“ACC”) contacted Jerry Heron d/b/a HHH Building Sales (“HHH”) regarding the Project.  HHH was an authorized builder for Robertson-CECO II Corporation (“CECO”), giving him access to order and erect CECO’s pre-engineering metal buildings (“PEMBS”).  HHH was also a veteran, which gave him and companies who contract with him access to certain military projects.  Due to his veteran status and relationship with both companies, HHH acted as an intermediary on the project between ACC and CECO.

HHH obtained estimates from CECO for the PEMBS.  CECO provided HHH its estimates, which HHH incorporated into a bid and sent to ACC.  ACC used HHH’s estimates to create its bid for the Project, which it submitted to the USACE.  After the bid was awarded, CECO discovered a significant error in its calculations, which did not include the hangar door or support materials.  This omission resulted in a substantial cost increase.  ACC and CECO attempted to resolve the issues but ultimately disputed whether the original design specifications contained all information necessary for CECO to adequately calculate the hangar doors.

ACC subsequently filed suit against both HHH, CECO, and others, asserting claims for breach of contract, promissory estoppel, negligence, declaratory judgment, and attorney’s fees. ACC settled its claims with HHH and, as part of the settlement, HHH assigned any legal claims it might have against CECO to ACC.  ACC amended its allegations to include the assigned claims and CECO asserted counterclaims for breach of contract, failure to defend and indemnity, and contribution against ACC, in its capacity as HHH’s assignee.

CECO and ACC both moved for summary judgment.  ACC argued that CECO’s claims should be dismissed as the assignment from HHH to ACC only transferred HHH’s rights, not its obligations, and therefore did not bind ACC to the builder agreement.  ACC further contended Georgia’s contribution and apportionment statutes barred CECO’s contribution claim.

Applying Georgia law, the Court opined that an assignment transfers all rights, title, and interest in the assigned property or claim, but does not relieve the assignor of its obligations absent a novation. The Settlement and Assignment Agreement at issue conveyed to ACC all of HHH’s claims and causes of action but did not transfer HHH’s contractual duties. Accordingly, the Court held ACC did not assume HHH’s obligations under the Builder Agreement, and CECO’s breach of contract counterclaim against ACC failed as a matter of law.

The decision underscores a critical principle in construction and contract law: absent explicit assumption language or a novation, an assignment transfers rights but not obligations. As such, parties to construction agreements must carefully draft and review assignment provisions to ensure there is clarity and a meeting of the minds regarding the allocation of both rights and liabilities.