§ 2-210 — Delegation of Performance; Assignment of Rights

Section 2--210. Delegation of Performance; Assignment of Rights.\n (1) A party may perform his duty through a delegate unless otherwise\nagreed or unless the other party has a substantial interest in having\nhis original promisor perform or control the acts required by the\ncontract. No delegation of performance relieves the party delegating of\nany duty to perform or any liability for breach.\n (2) Except as otherwise provided in Section 9--406, unless otherwise\nagreed, all rights of either seller or buyer can be assigned except\nwhere the assignment would materially change the duty of the other\nparty, or increase materially the burden or risk imposed on him by his\ncontract, or impair materially his chance of obtaining return\nperformance. A right to damages for breach of the whole contract or a\nright arising out of the assignor's due performance of his entire\nobligation can be assigned despite agreement otherwise.\n (3) Unless the circumstances indicate the contrary a prohibition of\nassignment of "the contract" is to be construed as barring only the\ndelegation to the assignee of the assignor's performance.\n (4) An assignment of "the contract" or of "all my rights under the\ncontract" or an assignment in similar general terms is an assignment of\nrights and unless the language or the circumstances (as in an assignment\nfor security) indicate the contrary, it is a delegation of performance\nof the duties of the assignor and its acceptance by the assignee\nconstitutes a promise by him to perform those duties. This promise is\nenforceable by either the assignor or the other party to the original\ncontract.\n (5) The other party may treat any assignment which delegates\nperformance as creating reasonable grounds for insecurity and may\nwithout prejudice to his rights against the assignor demand assurances\nfrom the assignee (Section 2--609).\n