Contracts - Assignment Of Rights & Delegation Of Duties

Front 1

Assignment

Back 1

The transfer of the right to receive contract performance.

Two requirements:
1. owner must manifest intention
2. owner must make present transfer of existing right

Front 2

What rights can be assigned

Back 2

Generally, all rights are assignable

Four exceptions:
1. assignment materially alters risks or obligations of other party
2. obligor has a personal interests in rendering performance
3. violate law or public policy
4. assignment prohibited by contract
--> takes away the right but not the power to assign, however, most courts will treat as a breach by assignor but not as a basis for nullifying obligee's rights

Front 3

Assignment for Value vs. Gratuitous Assignment

Back 3

Assignment for Value:
-valid against obligor--cannot be revoked by the assignor

Gratuitous Assignment:
-Two effects:
1. between assignee and obligor: valid against obligor (cannot claim lack of consideration)
2. between assignor and assignee: executory gift (revocable) or executed gift (intentional + actual or symbolic delivery)

Front 4

Rights and Obligations of Parties After Assignments

Back 4

1. rights of assignee against obligor
2. rights of assignee against assignor
3. rights of obligee against delegator

Front 5

Rights of Assignee against Obligor
(Rights and Obligations of Parties After Assignments

Back 5

Assignee gets contract right assignor had.
Includes whatever defenses obligor could have raised against assignor.

Front 6

Rights of Assignee against Assignor
(Rights and Obligations of Parties After Assignments)

Back 6

Unless contrary intention is manifested, one who assigns or purports an assignment for value implicitly warrants two things to the assignee:
1. they will do nothing to impair or defeat assignment's value and have no knowledge of facts that would do such
2. right assigned exists and s subject to no defenses or limits against the assignee

Front 7

Rights of Obligee against Delegator
(Rights and Obligations of Parties After Assignments)

Back 7

When a rights assignment transfers those rights to a third party, delegation of duties does not work as a transfer of those duties from delegator to delegatee.

Without novation, the delegation does not relieve the delegator
--> obligee can still sue delegator

Front 8

Delegation

Back 8

Third party agrees to satisfy contracting party's performance obligation

Front 9

Delegatee Liability

Back 9

To the delegator:
If the delegation is for consideration, then breach of contract against non-performing delegatee to the obligee
--> obligee can bring action against delegatee as third-party beneficiary

Front 10

Delegable Duties

Back 10

General rule: all contract duties can be delegable

Two Exceptions:
1. performance in question is personal
2. contract prohibits delegation