Also known as: U.C.C. § 2-210(1) · UCC 2-210(1) · delegation of performance
Written by attorneys · grounded in primary & secondary sources — see below
A statutory rule permitting a party to a contract for the sale of goods to delegate performance of its duties to another unless the parties have agreed otherwise or the other party has a substantial interest in having the original promisor perform or control the required acts. Delegation of performance does not relieve the delegating party of any duty to perform or of liability for breach.
Upland Industries contracted to deliver specialized equipment to Ulysses Ulrich by a set date. Upland arranged for Ultrasonic Dynamics to make the delivery instead. When the equipment arrived late, Ulysses Ulrich sued Upland for breach. The court held that the delegation did not discharge Upland's duty or liability under the contract.
Uliana Ustinova agreed to install custom software for United Bank under a sales contract. She later arranged for Ulric Unger to perform the installation. The bank experienced errors after installation and sued Uliana. The court ruled that Uliana remained liable because the delegation did not release her from the original duty.
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Uma Underwood sold goods to Uriel Urban under a supply agreement. She later assigned the contract in general terms to Ulrike Ulrich. Ulrike accepted and began performing the deliveries. Uriel Urban could enforce the performance promise directly against Ulrike under the assignment language.
A distributor assigned its rights and duties under a goods contract to Sally Beauty. Nexxus Products objected because the assignee was a competitor. The court held the delegation improper under the substantial-interest exception and that the original distributor remained liable.
No. The statute expressly provides that no delegation relieves the delegating party of any duty to perform or of liability for breach. The original promisor remains bound unless the obligee agrees to a novation or release.
Delegation is not permitted if the parties have agreed otherwise or if the other party has a substantial interest in having the original promisor perform or control the acts required by the contract.
An assignment of the contract or of all rights under the contract is treated as both an assignment of rights and a delegation of duties. Acceptance by the assignee creates a promise to perform that is enforceable by the other original party.
No. Neither delegation nor an assumption agreement discharges the delegating party's liability unless the obligee agrees otherwise.
…contract and for that reason hold that the assignment of the contract by Best to Sally Beauty was barred by the UCC rules on delegation of performance, UCC § 2-210(1), Tex.Bus & Com.Code Ann. § 2-210(a) (Vernon 1968). III. The UCC codifies the law of contracts applicable to “transactions in goods.” UCC § 2-102, Tex.Bus. & Com. Code Ann.…