§ 26-1-2-210 — Delegation of performance; assignment of rights

(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) 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 by his contract, or impair materially his 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 entire obligation can be assigned despite agreement otherwise.
(3) 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 (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.
(4) 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.
(5) 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.
(6) 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 (IC 26-1-2-609).
Formerly: Acts 1963, c.317, s.2-210. As amended by
P.L.152-1986, SEC.129; P.L.57-2000, SEC.16.