Part 2: FORM, FORMATION AND READJUSTMENT OF CONTRACT
§2-210. Delegation of performance; assignment of rights
A party may perform his duty through a delegate unless otherwise agreed or unless
the other party has a substantial interest in having his original promisor perform
or control the acts required by the contract. No delegation of performance relieves
the party delegating of any duty to perform or any liability for breach.
Except as otherwise provided in section 9-1406, unless otherwise agreed, all rights
of either seller or buyer can be assigned except where the assignment would materially
change the duty of the other party, or increase materially the burden or risk imposed
on the buyer or seller by the contract, or impair materially the chance of obtaining
return performance. A right to damages for breach of the whole contract or a right
arising out of the assignor's due performance of the assignor's entire obligation
can be assigned despite agreement otherwise.
1999, c. 699, Pt. B, §6 (AMD);
1999, c. 699, Pt. B, §28 (AFF)
The creation, attachment, perfection or enforcement of a security interest in the
seller's interest under a contract is not a transfer that materially changes the duty
of or increases materially the burden or risk imposed on the buyer or impairs materially
the buyer's chance of obtaining return performance within the purview of subsection
(2) unless, and then only to the extent that, enforcement actually results in a delegation
of material performance of the seller. Even in that event, the creation, attachment,
perfection and enforcement of the security interest remain effective, but:
(a). The seller is liable to the buyer for damages caused by the delegation to the extent
that the damages could not reasonably be prevented by the buyer; and [2001, c. 471, Pt. A, §14 (NEW); 2001, c. 471, Pt. A, §15 (AFF).]
(b). A court having jurisdiction may grant other appropriate relief, including cancellation
of the contract for sale or an injunction against enforcement of the security interest
or consummation of the enforcement.
(ii) [2001, c. 471, Pt. A, §14 (NEW); 2001, c. 471, Pt. A, §15 (AFF); 2001, c. 471, Pt. A, §14 (RP).]
2001, c. 471, Pt. A, §15 (AFF);
2001, c. 471, Pt. A, §14 (RPR)
Unless the circumstances indicate the contrary a prohibition of assignment of "the
contract" is to be construed as barring only the delegation to the assignee of the
An assignment of "the contract" or of "all my rights under the contract" or an assignment
in similar general terms is an assignment of rights and unless the language or the
circumstances (as in an assignment for security) indicate the contrary, it is a delegation
of performance of the duties of the assignor and its acceptance by the assignee constitutes
a promise by him to perform those duties. This promise is enforceable by either the
assignor or the other party to the original contract.
The other party may treat any assignment which delegates performance as creating
reasonable grounds for insecurity and may without prejudice to his rights against
the assignor demand assurances from the assignee (section 2-609).
1999, c. 699, §§B6,7 (AMD).
1999, c. 699, §B28 (AFF).
2001, c. 471, §A14 (AMD).
2001, c. 471, §A15 (AFF).
Data for this page extracted on 12/03/2013 11:51:49.
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