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Assignment and Delegation - *Contract Rights are property...

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***Contract Rights are property and as such can be sold and bought just like any other piece of property Rights and Duties in a K: 1. Seller a. Has the right to receive money (can be assigned) b. Has the duty to deliver goods (can be delegated) 2. Buyer a. Has the right to receive goods (can be assigned) b. Has the duty to pay money (can be delegated) Assignment rights Delegation duties ***Both of these = assignment of the contract Situations If seller assigns the right to receive money: Seller becomes assignor to 3d party deal Person buying the right is the assignee Original buyer who owes the money is the obligor If seller is delegating the duty to provide the services: Seller becomes the delegator 3d party becomes the delegate original buyer is the oblige as he is owed the services. Assignability of Contract Rights K Rights Are Property Freely Assignable/Delegable UNLESS: o parties agree otherwise o contract for personal service General Rule K rights and duties are assignable unless there is a reason for them not to be. There are few reasons why the rights/duties are not assignable: 1. Agreed by parties in the contract (2-210(1)) 2. Substantial interest in having original promisor perform acts required by contract (2-210(1)) – i.e. personal services contract where the choice of the person/party was material 3. Output/Requirement Contracts: a. Assignment would materially change the duty of the other party (2-210(2)) b. assignment would increase materially the burden or risk imposed by the other party(2) 1
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4. assignment would impair materially chance of obtaining return performance (2-210(2)) – duty to pay to party likely to become insolvent. When Contract Assigned and the Product is Not as Requested: Scenario delegetee is performing duty but isn’t performing the duty as well as the original contracting party.
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