In a deed, will, or contract, the phrase heirs and assigns extends the rights and obligations of the agreement beyond the original parties. “Heirs” covers anyone who inherits from a party, whether under a will or through state intestacy law. “Assigns” covers anyone who receives rights through a deliberate transfer during the party’s lifetime, like a sale or an assignment. Together, the phrase makes clear that when property changes hands or a party dies, the terms travel with the property or contract instead of dying with the original owner.
The Two Words Do Different Jobs
Heirs are people legally entitled to inherit from someone who dies. That includes both people named in a will and those who inherit under state intestacy laws when there is no will. Assigns are people a party has deliberately transferred rights to while still alive, whether by selling property, assigning a lease, or transferring contract rights to a third party.
Between them, the two words cover every realistic way rights can pass from one person to another. A deed reading “to Jane Smith, her heirs and assigns forever” grants the fullest ownership interest the law recognizes. Jane can sell the property, leave it to her children, or transfer it however she chooses, and whoever receives it steps into the same rights she held.
What the Phrase Does in a Property Deed
In real estate, this language has historically been the magic wording that creates a fee simple estate, the most complete form of ownership. Under old common law, a deed reading “to John” without adding “and his heirs” could be interpreted as granting only a life estate. John could use the property during his lifetime, but he could not pass it to his children.
Modern law has largely eliminated that trap. In virtually every U.S. jurisdiction, a deed is now presumed to transfer fee simple ownership unless it specifically says otherwise. A deed that says “to John” gives John full ownership even without the traditional words. So why does the phrase still appear on almost every deed? Because removing ambiguity from a property document is worth the few extra words, and because title examiners and underwriters are used to seeing it. It functions as a belt-and-suspenders safeguard rather than a strict legal requirement.
What the Phrase Does in a Contract
Leaving the phrase out of a contract can cause real confusion, even when omitting it from a deed would not. Under common law, when someone assigns a contract to a third party without this language, the assignee generally receives the benefits of the contract but not the performance obligations. Duties transfer only if the assignee explicitly agrees to take them on through a separate delegation, or through a novation, which is a three-party agreement that substitutes one party for another.
Including “heirs and assigns” in a contract signals that the parties intended all rights and duties to survive a transfer. Without it, disputes arise over whether an heir can enforce the benefits or is bound by the obligations. The clause does not guarantee that every duty transfers automatically, but it strengthens the argument that the parties contemplated succession from the beginning.
Binding Future Owners: Covenants That Run With the Land
One of the most important uses of this language is signaling that a covenant is meant to bind future owners of the property, not just the parties who signed. A covenant that “runs with the land” attaches to the property itself, so whoever owns the land must honor it.
Courts require three things for a covenant to run with the land: the original parties must have intended it to bind successors, the covenant must “touch and concern” the land by directly affecting how the property is used or its value, and there must be privity of estate between the parties. The New York Court of Appeals applied that framework in Neponsit Property Owners’ Association v. Emigrant Industrial Savings Bank, holding that an annual charge for maintaining common areas bound a successor bank that had acquired the property through foreclosure.1New York State Courts Reporter Archives. Neponsit Property Owners Association v Emigrant Industrial Savings Bank
Restrictive covenants can reach even further in equity. In Tulk v. Moxhay, an English court enforced a covenant to keep a piece of Leicester Square as a garden against a later buyer who tried to build on it, reasoning that anyone who purchases property knowing about a restriction cannot ignore it simply because they were not the original party.2University of Minnesota Law Library Digital Special Collections. Tulk v. Moxhay
Courts have held that “heirs and assigns” language is not strictly necessary for a covenant to run with the land if the other requirements are met and the intent is clear from the agreement as a whole. But omitting the phrase gives a future owner a much easier argument that the covenant was personal to the original parties.
Inheriting Property That Carries the Clause
When property with this language passes through an estate, the heir steps into the same position as the original owner. Long-term leases, easements, restrictive covenants, and similar obligations attached to the property continue to bind the heir. If your parent owned land subject to a neighbor’s driveway easement, you inherit the property with that easement intact. You cannot extinguish it just because you were not the one who agreed to it.
A common concern is whether inheriting property with a mortgage makes you personally liable for the debt. Generally, it does not. The estate itself is responsible for paying outstanding debts, and creditors can make claims against the estate before heirs receive their share. If the estate lacks the funds, most unsecured debt simply goes unpaid. For secured debts like a mortgage, you are not personally on the hook for the payments, but if the payments are not made, the lender can foreclose. The practical choice is usually to keep the property and continue paying or let the lender take it.
There are exceptions. If you co-signed a loan with the deceased, you remain fully liable regardless of what happens to the estate. In community property states, surviving spouses may be responsible for debts acquired during the marriage. The clause itself does not create personal liability for debts beyond the value of what you inherit.
When a Deed Also Uses Right of Survivorship
Confusion often arises when a deed contains both this language and a joint tenancy with right of survivorship. They are not contradictory; they operate at different moments. The right of survivorship means that when one joint tenant dies, the surviving owner automatically takes full title outside of probate. The “heirs and assigns” language then describes the surviving owner’s rights going forward. The survivor holds the property in fee simple and can leave it to their own heirs or transfer it to anyone they choose. A deed that combines both concepts awkwardly can create a cloud on title that may require legal review.
Commercial Leases, Loans, and Survival Clauses
In commercial real estate, the phrase keeps obligations tied to a property enforceable when ownership changes. Lease terms, zoning restrictions, and environmental remediation requirements all follow the property to new owners.
Commercial leases often include the language to protect landlords. If a tenant assigns the lease to a new business, the original lease terms bind the assignee. However, the original tenant does not automatically walk away free. Under general contract principles, a party who delegates duties remains liable if the assignee fails to perform, unless the landlord agrees to a novation that releases them. Assigning a lease shifts day-to-day responsibility, but it does not eliminate backup liability without the landlord’s explicit consent.
Lenders routinely require the language in loan documents so repayment obligations transfer if the borrower dies or sells the collateral. The new owner may not be personally liable for the debt, but the lender’s right to foreclose survives the transfer.
In nondisclosure agreements and indemnification provisions, the phrase keeps obligations alive beyond the original relationship. Indemnification rights commonly continue after a person leaves a company and extend to that person’s heirs, executors, and administrators. Companies in mergers or acquisitions are often required to ensure that any successor entity expressly assumes these obligations so the protections do not evaporate during a restructuring.
What the Clause Cannot Do
Despite its reach, the phrase has real limits. It cannot force the transfer of personal service obligations. If a contract depends on someone’s unique skills, reputation, or personal judgment, courts will not enforce an assignment even with “heirs and assigns” language in the document. You cannot assign your obligation to paint a commissioned portrait or perform surgery. The clause works for property rights and standardized obligations, not for duties that are inherently personal.
It also cannot override legal restrictions on assignment. Some contracts contain anti-assignment provisions that prohibit transfer without the other party’s consent. Government contracts, professional licenses, and certain regulated agreements may be non-assignable by law. In those situations, the phrase expresses intent, but it cannot grant permissions the law withholds.