Where a contract provides that rights cannot be assigned without consent 'not to be unreasonably withheld', the identity and solvency of a proposed assignee, and the status of the opposing party in continuing litigation arising under the contract, are legitimate considerations in withholding consent — they are not extraneous to the contractual relationship. The onus of proving unreasonable withholding lies on the party asserting it, even where the other party commenced proceedings for declaratory relief. The question whether unreasonable withholding of consent under a contractual anti-assignment clause operates as an affirmative grant of consent (as distinct from a mere breach of contract) was expressly left open.
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