§ 41-02-17 — (2-210) Delegation of performance - Assignment of rights

1. A party may perform that party's duty through a delegate unless otherwise agreed or
unless the other party has a substantial interest in having the other party's 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 41-09-68, unless otherwise agreed, all rights
of either seller or buyer can be assigned except when the assignment would materially
change the duty of the other party, or increase materially the burden or risk imposed
on the other party by that party's contract, or impair materially that party's 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.
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:
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
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.
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 the assignee 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 that party's rights
against the assignor demand assurances from the assignee (section 41-02-72).