Also known as: delegate performance · delegates performance · delegated performance · delegating performance · delegations of performance · delegation
Written by attorneys · grounded in primary & secondary sources — see below
A contractual mechanism by which an obligor transfers the duty to perform an obligation to a third party. The transfer is permissible unless barred by public policy, the contract terms, or the obligee's substantial interest in personal performance by the original promisor. The original obligor remains liable for performance unless the obligee agrees otherwise to a discharge.
Daphne Doyle contracts with Dawson Steel to cut timber on its land. Daphne delegates the cutting to a subcontractor. The delegation is valid because nothing in the contract or public policy requires Daphne's personal performance. Dawson Steel may still hold Daphne liable if the subcontractor fails to perform.
Dillon Energy agrees to deliver equipment to Diane Dawson under a sales contract. Dillon delegates the delivery duty to a carrier. The delegation is allowed because Diane has no substantial interest in Dillon's personal control of delivery. Dillon remains liable to Diane if the carrier fails to deliver on time.
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Derek Douglas as trustee delegates investment decisions to an investment advisor. Derek first sets the scope of the delegation to match the trust's purpose of preserving principal for income beneficiaries. The delegation complies with the requirement to establish clear terms consistent with the trust instrument.
Dolores Diaz promises to provide specialized consulting to Diamond Manufacturing. Dolores delegates the work to an associate. Diamond Manufacturing may still sue Dolores for breach even though the associate performed the work because the delegation alone does not discharge Dolores's original duty.
Dawson Steel assigns its distribution contract with Dixon Foods to another company. The assignment language transfers all rights and duties. The assignee's acceptance creates an enforceable promise to perform the distribution duties that Dixon Foods may enforce directly against the assignee.
David Dawson as trustee delegates asset valuation duties to an appraiser. David periodically reviews the appraiser's reports and confirms compliance with the trust's valuation standards. The review satisfies the trustee's ongoing duty to monitor the agent's performance under the delegation.
Delegation is prohibited when the contract terms bar it, when public policy forbids it, or when the obligee has a substantial interest in personal performance by the original promisor. Courts examine whether the duty involves personal skill, judgment, or discretion that the parties intended the original promisor to exercise.
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No. The original obligor remains liable for performance and for any breach unless the obligee expressly agrees to discharge the duty. The delegate's promise to perform creates an additional source of recovery but does not substitute for the original obligation.
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An assignment of the contract or of all rights under the contract also delegates the assignor's duties. The assignee's acceptance of the assignment constitutes a promise to perform those duties that is enforceable by both the assignor and the other original party.
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A trustee must select the agent with reasonable care, establish the scope and terms of the delegation consistent with the trust purposes, and periodically review the agent's actions to monitor performance and compliance. A trustee who fulfills these steps is not liable for the agent's actions.
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…and the range of discretion of the courts in making those awards are matters for Congress to determine"). By direct action and delegation, Congress has exercised this constitutional prerogative to provide district courts with a comprehensive arsenal of Federal Rules and statutes to protect themselves from abuse. A district…