§ 4-2-210 — Delegation of performance - assignment of rights

Colorado § 4-2-210

• Jurisdiction: Colorado
• Title 04: Uniform
• Art.: Sales

Text

(1) 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.

(2) Except as otherwise provided in section 4-9-406, 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 him or her by his or her contract, or impair
materially his or her 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 his or her entire obligation can be assigned despite agreement
otherwise.

(2.5) 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) of this section 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 (i) 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 (ii) 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.

(3) 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 assignor's performance.

(4) 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.

(5) 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 4-2-609).

Legislative History

Source: L. 65: p. 1305, � 1. C.R.S. 1963: � 155-2-210. L. 2001: (2) amended and (2.5) added, p. 1436, � 19, effective July 1.