Also known as: UCC 2-210 · U.C.C. §2-210 · UCC § 2.210 · delegation of performance · assignment of rights
Written by attorneys · grounded in primary & secondary sources — see below
A statutory rule governing delegation of performance and assignment of rights in contracts for the sale of goods. A party may delegate performance unless the parties agree otherwise or the obligee has a substantial interest in having the original promisor perform or control the acts. An assignment of the contract or all rights under it also delegates the assignor's duties unless the language or circumstances indicate otherwise. Neither delegation nor an assumption agreement discharges the delegating party's duties or liabilities unless the obligee agrees.
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Northern Motor contracted with Peak Vehicle to design and produce high-performance brakes in its own facility. Northern Motor delegated the manufacturing work to Pine Motor. Peak Vehicle sued for breach because the contract required Northern Motor itself to control production. The court held that the express facility requirement showed the parties agreed Northern Motor would perform, so the delegation breached the contract.
Delta Fiber agreed to provide 24/7 network monitoring through its own team. It delegated the work to Highland Telecom under a written assumption agreement and told Midnight Satellite it was released. Midnight Satellite never consented to any release and outages followed. The assumption agreement did not discharge Delta Fiber because the obligee had not agreed otherwise.
Frumme sold her business and assigned her entire sausage-supply contract with Gator Deli to Chazzer Food Corp. The assignment used broad language transferring all rights under the contract. Chazzer accepted the assignment. The acceptance constituted Chazzer's promise to perform the supply duties, enforceable by both Frumme and Gator Deli.
Best Products contracted with Nexxus to distribute hair-care products based on a relationship of personal trust. Best assigned its distribution rights to Sally Beauty, a competitor of Nexxus. Nexxus refused to accept performance from Sally Beauty. The assignment was ineffective because Nexxus had a substantial interest in having Best itself control distribution.
A contract term requiring the original promisor to produce goods in its own facility shows the parties agreed that the promisor itself would control performance. Delegation to another plant therefore breaches the contract even if the substitute performs in a commercially reasonable manner.
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No. Neither delegation of performance nor a contract to assume the duty discharges any duty or liability of the delegating obligor unless the obligee agrees otherwise. The obligee's lack of consent leaves the original party liable for breach.
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An assignment of the contract or all rights under the contract is both an assignment of rights and a delegation of the assignor's duties. The assignee's acceptance of the assignment constitutes a promise to perform those duties enforceable by either the assignor or the other original party.
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A substantial interest exists when the obligee specifically negotiated for the original party's own team or unique attributes and the contract contains no substitution clause. Delegation to an overseas vendor that alters response times and accountability then breaches the agreement.
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Yes. The right to damages for breach of the whole contract may be assigned even when the original contract prohibits assignments. The assignment transfers only a matured claim and does not alter ongoing duties owed by the obligor.
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