In exceptional circumstances the obligee, upon learning of the delegation, will notify the parties that he or she will not accept performance by the delegatee. The general rule applicable to such a controversy is that any contractual duty may be delegated without the obligee’s consent except (1) duties arising out of contracts which expressly prohibit delegation, and (2) contracts in which the obligee has a “substantial interest” in having the obligor-delegator perform personally. Under the latter rule, contracts calling for the performance of personal services —such as those of a teacher, physician, or lawyer—are non-delegable without the obligee’s consent (even if the delegatee is as professionally competent as the delegator). Most other contracts call for the performance of duties that are described as routine in nature. Examples include the repair of a building, the sale of goods, or the overhaul of machinery, and these duties are generally held to be delegable. NEXT: We are almost finished with contracts. Module 35 takes a look at a final topic: the contract law contained in the Uniform Commercial Code.
9/25/2018 Print canvas 130/216 Module 35: The Uniform Commercial Code and Sale of Goods Contracts For many modules now, we have examined contracts, because businesspeople should know a significant amount of contract law. A contract is, after all, at the heart of virtually all business transactions. For the sake of not introducing too many ideas at once, throughout the previous modules we have been sticking to presenting common law rules that govern various aspects of contract law. These are the “regular” or “old fashioned” legal doctrines that have generally existed for a long time. But, there is a second major body of contract law - the Uniform Commercial Code. It applies to contracts primarily when a deal calls for a sale of goods , or tangible objects. A car is a good, and so is a pencil, a cell phone, or furniture. For the most part, the legal ideas in the UCC are not terribly different from those in the common law. In other words, it often makes little practical difference whether you are selling goods (and any contract dispute over the transaction would be governed by UCC rules) or services or real estate (in which case disputes would be resolved with common law principles). But occasionally, the Uniform Commercial Code has a rule that is different from what we have studied so far. In some circumstances, it does matter that a contract calls for the sale of goods, at least so far as resolving future disputes is concerned. This module focuses on several such circumstances, in which the Uniform Commercial Code has a unique provision that differs from the common law contract rules that we have studied.
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- Spring '08
- Common Law, Supreme Court of the United States, Appellate court, Trial court, State court