Contracts--15

Front 1

Assignment and Delegation

Front 2

i) When does Assignment or delegation occur?

Back 2

(1) Where the original contarct did not contemplate perfomrance to a third party (unlike thrid-party beneficary contracts) but where one of the aprties, subsequent to the orginal contarct, seeks to achieve this result.

Front 3

ii) Define: Assignment:

Back 3

(1) An assignment is the transfer ofa contractual right, which operations to extingiush the righ tin the transferor (the assignor), and to set it up exclusively in the transferee (the asignee) [Restatement (second) 317

Front 4

(1) The effective assignment of a contractul right ooerates to give the assignee a direct right against the obligor under the contract.

Back 4

iii) The effective assignemnt of a contracual right operates to give the ____ a ____ right againsst the ____ under the ____.

Front 5

(1) The Assignee is the ______ insofar as that right is concerned, and he may _____ ____ on the contract in his ____ name, without joining the _____.

Back 5

iv) The Assignee is the real party in interest insofar as that right is concerned, and he may sue directly on the contract in his own name, without joining the assignor.

Front 6

(1) Rights under a contract may be ______ to one _____ or _____ up among several. Alternatively, only some of the ____ under a _____ may be ___ and the _____ retained by the assignor.

Back 6

v) Rights under a contract may be transferred to one assignee or divided up among several. Alternatively, only some of the rights under a contract may be assigned and the balance retained by the assignor.

Front 7

(1) A delegation is simply an _____ by the _____ under the contract to another to perform the _____ contractual ______.

Back 7

vi) A delegation is simply an appointment by the obligor under the contract to another to perform the obligor’s contractual duties

Front 8

vii) The delegating party (obligor) is called the

Back 8

(1) Delegant

Front 9

viii) The party to whom the duties are delegated is the

Back 9

(1) Delegate

Front 10

ix) May the delegate expressly or impliedly promise the delegant that he will perform the duties owed by the delegant to the other party in the contract? What is this called?

Back 10

(1) Yes (2) This is called a “typical assumption agreement; ie a third party creditor beneficiary contract which gives the other party (the obligee) a right of action directly against the delegate.

Front 11

(1) The question is whether the courts should infer the _____ obligation to perform ____ the fact that he has _____ benefits under the contract.

Back 11

x) The question is whether the courts should infer the assignee’s obligation to perform from the fact that he has accepted benefits under the contract.

Front 12

(1) The common law rules are important today primarily as a _____ for the UCC provisions, and because they govern those few types of ____ that are expressly excluded from the UCC.

Back 12

xi) The common law rules are important today primarily as a background for the UCC provisions, and because they govern those few types of assignments that are expressly excluded from the UCC.

Front 13

xii) May a party who makes a valid assignment later revoke the assignment? [Assignment enforceable despite attempt to revoke—Herzog v. Irace]

Back 13

(1) No (2) Once a valid assignment is made, and the obligor has notice of the assignment, the fund is impressed with a trust, and the obligor holds the fund not for the original creditor, the assignor, but for the substituted creditor, the assignee. At this point, the obligor cannot pay the amount assigned either to the assignor or to this other creditors. If he does so, he is personally liable to the assignee.