![](https://redline-s3-production.s3.amazonaws.com/s3fs-public/styles/home_page_blogs/public/2023-11/no%20consent.jpg?VersionId=mBie54WIr6TDPNgyOse5AUvOoEGYNMl8&itok=BeeZ22J-)
Often one party to a contract is allowed to act only with the consent of the other party, "not to be unreasonably withheld."
A common context in this regard is the right to assign an agreement. The language used is typically, "[Party A] may not assign this Agreement without the consent of [Party B], such consent not to be unreasonably withheld."
So what happens if Party B unreasonably withholds consent? Does the refusal then automagically become consent, such that Party A is free to assign away?