§ 34.1-2-210 — Delegation of performance; assignment of rights

Wyoming § 34.1-2-210

• Jurisdiction: Wyoming
• Title 34.1: Uniform Commercial Code
• Art. 2: SALES

Text

(a) 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.
(b) Except as otherwise provided in section 34.1-9-406,
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 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.
(c) 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 (b) 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 (1) 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
(2) 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.
(d) 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.
(e) 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.
(f) 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
34.1-2-609).
PART 3
GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT