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171 Cards in this Set
- Front
- Back
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Front
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Back
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What is a Contract
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a promise or set of promises that the law gives a remedy or in some way recognizes a duty
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Applicable Law
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Generally Common Law governs contracts. However, for contracts involving the sale of goods Article 2 of the Uniform Commercial Code (UCC) governs.
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Mixed Deals
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Use predominant purpose test, apply law that goes to predominate purpose of the contract. Except where payment is divided, apply to each portion of the contract.
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What is a Good
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all things movable at the time they are identified as to be sold under the contract
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Merchants
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Generally, anyone in business can be deemed a merchant; however, some Article 2 provisions require a merchant to deal in goods of the kind involved in the subject transaction (e.g. implied warranty of merchantability).
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Contract Types (Formation)
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Expressed; Implied in Fact; Quasi-Contract (implied in law)
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Expressed Contract
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formed by language either oral or written
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Implied in Fact Contract
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formed by manifestations of assent other than language (i.e. conduct)
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Quasi-Contract
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Not contracts, but an equitable construction to avoid unjust enrichment. Plaintiff may bring action in restitution to recover conferred benefit.
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Contract Types (Acceptance)
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Bilateral, Unilateral
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Bilateral Contract
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mutual exchange of promises, both parties are promisor and promisee, most contracts are bilateral.
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Unilateral contract
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Acceptance may only be through performance, once the act is completed, the contract is formed.
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Contract Types (as to validity)
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Void, Voidable, Unenforceable
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Void Contract
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no legal effect from the beginning, cannot be enforced by either party.
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Voidable Contract
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one that one or both parties my elect to avoid. (e.g. capacity)
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Unenforceable contract
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a contract that is otherwise valid but may not be enforceable due to extraneous factors (e.g. Statute of frauds, limitations etc.)
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Offer
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Manifestation of an promise, undertaking or commitment by words or conduct showing intent to enter into a contract.
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Price Terms and Offers
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Common Law requires price term for real estate sales contract, UCC does not. Real Estate must also describe property; service contract must include description of service
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Definiteness of Terms
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Terms must not be vague or ambiguous (Vague Trigger words: Appropriate/Fair/Reasonable).
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Requirement/Output Contracts
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not vague or ambigious. (Trigger words: "all/only/solely/exclusively) Can only increase requirement if it is not unreasonably disproportionate
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Context of Offers
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Generally advertiesements or price quotations are not offers. Except where it is in the nature of a reward (Carbolic Smoke Ball), or specifies quantity and indicates who can accept
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Termination
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An offer cannot be accepted after it has been terminated.
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Modes of Termination
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Lapse; Death; Revocation; Rejection
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Limitations on Termination
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Firm Offers, Option Contracts, Part Peformance for Unilataral Contracts.
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Lapse (offers)
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an offer lapses at the time stated or after a reasonable time
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Death or incapacity (offers)
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Death or incapacity of a party prior to acceptance terminates the offer; except irrevocable offers
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Revocation
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Can be expressed or implied. Revocation is effective upon receipt (communicated to offeree). Unambigouous statement or conduct.
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Indirect revocation
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offeree obtains 1) correct information 2) from a reliable source 3) that the acts of the offeror would indicate to a reasonable person that the offerror no longer wants to make the offer.
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Option Contracts
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promise to keep offer open for a specified period of time for consideration. Causes offer to be irrevokable. Options are freely assignable
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Firm Offer (UCC)
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Offer is irrevokable for up to three months if is an offer to buy or sell goods, with written promise to keep open and party is a merchant.
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Detrimental Reliance
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Offer is irrevokable for a reasonably period of time if there has been reliance that is reaonably foreseeable and detrimental.
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Part Performance
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The start of performance under a unilateral contract makes the offer irrevokable for a reasonable time to complete performance. (offeree is not bound to complete performance). Not required to give notice of beginning but notice of completion within reasonable time of completion unless offeror has waived notice or would come to his attention in a resonable time. Also applys in bilateral contract where acceptance may be by performance. Note mere preparations to perform are not sufficient (e.g. buying paint)
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Rejection
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Direct or Indirect by counter offer, conditional acceptance; or additional terms. Acceptance is effective upon receipt
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Rejection by Counter Offer
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Counteroffers generally terminate ofer and create a new offer, but cannot terminate an option. Bargaining does not terminate the offer (e.g. would you take X).
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Rejection by Conditional Acceptance
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Common Law: language of condition rejects the offer and is treated as a counteroffer that can then be accepted. UCC: conditional acceptance rejects the offer - it is dead. (Conditional Language triggers: only if, on condition that, etc)
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Additional Terms (common law)
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Common law requires acceptance to be a mirror image. (Mirror Image Rule) Therfore additional terms are treated like a rejection and counteroffer
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Additional Terms (UCC)
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2-207: Battle of the forms: if a contract to buy or sell goods and a response is received with different terms, the terms are not a condition of acceptance (unless expressly made conditional). It is generally treated as a "seasonable expression of acceptance" Additional terms become part of the contract when both parties are merchants, additional term is not material, and not objected to by original offeror.
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Acceptance
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an offer can be accepted by any means unless specified by the offer. Acceptance by unauthorized means may still be effective if received while offer is open. Start of performance is acceptance and can create a bilateral contract. For unilateral contracts, performance must be completed for contract formation. Acceptance must be communicated to offeror for bilateral contract
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Mail Box Rule
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Acceptance is effective when dispached (or placed in mail) if properly addressed and stamped. Must be a situation where there is a distance and delay in commuication. (general rule is all other communications are effective when received). If a rejection is sent before acceptance, whichever received first is effective. Mailbox rule is not effective to meet an option deadline.
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Auctions
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Sale complete when bidding closes. Reserve auctions goods may be withdrawn until sale closes.
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Who can Accept
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accepted only by person who the offer was made (offers are not-assignable); must have knowledge of offer to accept.
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Seller Sends wrong goods in response to offer (non-conforming goods)
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Generally treated as acceptance of offer and breach
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Consideration (Analysis)
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Analysis: Look for promise breaker, determine what they wanted in exchage for their promise, look to enforcer of promise and see what legal detriment they incurred in exchange
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Consideration
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Bargained for exchange between parties that benefits the promisor or is a detriment to the promisee. (act or forebearance must benefit promisor)
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Things that are not consideration
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Past Consideration, performance of pre-existing legal duty, illusory promises, part payment of due and undisputed debt,
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Exceptions to pre-existing legal duty
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performance of pre-existence legal duty can be consideration if new or different considation is promised, promise to ratify voidable obligation, duty owed to third party, honest dispute about the duty, unforseen circumstances sufficient to discharge duty, or good faith agreement to modify under UCC
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Consideration Substitutes
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written promise to satisfy an obligation for which there is a legal defense is enforcible without consideration; Promissory Esttoppel
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Promissory Estoppel (elements)
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promise; reliance that is reasonable, detrimental and foreseeable; enforcement necessary to avoid injustice
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Lack of Capacity
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Infant; mental incompentents; intoxicated person if other party has reason to know. Person without capacity has right to disaffirm agreement
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Implied Affirmation
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if benefits are retained by one without capacity, affirmation of agreement is implied / Ratification
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Quasi-Contract for Necessaries
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one without capacity is legally obligated to pay for necessaries NOT based on contract law, but equitable principal of quasi-contract
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Statute of Frauds (type of contracts)
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4 types of contracts within SOF: Suretyships (pay debts of another), Service contract not capable of peformance in 1 year, Transfers of interest in land (note leases for more than 1 year); Sale of goods of $500 or more.
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SOF: Performance not within one year
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date runs from the date of the agreement, not the date of the performance. Lifetime contracts are not within the statute.
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SOF: Goods
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applies to sale of goods $500 or more. The contract is not enforcible beyond quantity of goods shown in writing.
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SOF: What is an interest in land
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Leases for more than one year, easements for more than one year, fixutres, minerals, structures, mortgages
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Statute of Frauds (generally)
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if SOF defense is asserted and proven, then no valid contract
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Statute of Frauds (rule statement)
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In most instances an oral contrct is valid. However, certain agreements must be evidenced by a writing signed by the parties sought to be bound, reflecting the material terms of the contract. (or under UCC must contain the quantity to be sold)
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Statute of Frauds (writing requirement)
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CL: one or more writings (receipt, letters, checks, emails), including material terms. (Material terms test); UCC: writing, indicating there is a contract for sale of goods, must include quantity term - may still be multiple documents
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Statute of Frauds (signature requirement)
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need not be handwritten, initials, letterhead or electronic signature is also sufficient. Only needs to be signed by party to be charged
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Statute of Frauds (performance exceptions - what applies)
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Transfer of real estate; services contracts, sale of goods
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SOF: performance exception ( Transfer of Real Estate)
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part performance is sufficient to remove from SOF so long as any two of the three are met: 1) improvements to land; 2) payment; 3) possession OR full-performance by conveyance of property to buyer has occurred.
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SOF: performance exception (services contracts)
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Full-performance is required. Part-performance is not sufficient.
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SOF: performance exception (sale of goods)
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Part performance of sales of goods is sufficient for ordinary goods only to the extent of the part performance. For specially manufactured goods, seller must make a substantial beginning to meet SOF.
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SOF: exceptions
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performance; Judical admission; Estoppel
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SOF: Judicial Admission
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If defendant asserting SOF defense admits in pleading or testimony that he had entered into an agreement with the plaintiff, SOF is satisfied. Quantity is not enforcible beyond what was admitted
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SOF: Estoppel
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Plaintiff's reliance on D's oral promise may estop D from asserting a SOF defense.
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SOF: Confirming Memo Rule
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As between merchants, when one party within a resonable time after an oral greement has been made, sends a writing confirming the agreement it binds the sender and will bind reciepient if 1) has reason to know of confirmations' contents and 2) does not object in writing within 10 days of receipt.
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Acronym: when Writing is not required for sale of goods
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SWAP: Specially made goods, Written Confirmation by merchant, Admission in Court, Performance.
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Acronym: when SOF applies
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My Legs: Marriage, Year, Land, Executor, Goods, Surety
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Illegalality
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Contracts will not be enforced where the subject matter is illegal, or if the subject is legal Plaintiff had reason to know of Defendant's illegal purpose
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Fraudlent Misrepresentation (rule statement)
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where a party knowingly makes a false statement of facts, to another to induce a contract, and that party justifiably relied on the false statement, the contract will be Voidable. Statements seed not be oral or written but can be inferred by conduct. (concealment, falsly denying, frustrating investigation)
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Negligent Misrepresentation (rule Statement)
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A contract is voidable if a party justifiably relies on material false statements made by another party to enter a contract. It is material if it would induce a resonable person to agree or maker of misrepresentation knew it would cause the particular person to agree.
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Non-Disclosure
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Generally no duty to disclose. Contracts may be held unenforcible under fidicuary-like relationship or concealment.
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Duress
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Physical or Ecomomic Duress: if an improper threat made to induce a party to act/not act and he has no reasonable alternative. Contract is Voidable.
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Undue Influence
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Special relationship between parties and improper persuasion of the weaker by the stronger to act or not act. Contract is voidable
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Unconscionability
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A court may refuse to enforce a provision or entire contract to avoid unfair terms. Usually due to unfairness in bargaining process. 2 Basic tests: Unfair surprise (procedural) (like inconspicious risk shifting provision) or Oppressive terms (substantive) (adhesion/limitations on remedies) as tested at the time agreement was made
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Ambigiguity In Words of Agreement
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No contract if parties use a material term that is open to at least two resonable interpretations and each party attaches a different meadning to the term and neither party kows or has reason to know of the alternative meaning. Or Contract will be enforced against the party if they knew of the alternative meaning.
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Mistake of Fact
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Where there is a mutual mistake of fact that exists at the time of the contract, the Contract wll be voidable by adversly affected party if 1) Mistake concerns a basic assumption on which contract was made 2) mistake has material effect on agreed upon exchange; 3) party seeking avoidance did not assume risk.
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Unilateral mistake of Fact
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Typically only palpable or obvious mistakes will allow the mistaken party to avoid the contract if the other party knew of the mistake
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Parol Evidence (rule statement)
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When the parties intend a writing to be the final expression of their agreement (an integration), any other expression written or oral made before or at the same time as the agreement that seek to change or contradict the terms of the agreement, are not admissible under the Parol Evidence rule
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Integration
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written agreement that the court finds to be the final agreement between the parties: Two Tests: Corbin (followed by most courts) looks at circumstances of transaction to see if this evidence would have normally been included. Willingiston: looks at face of the writing to determine if it is fully interegrated
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5 Fact Patterns for Parol Evidence Rule
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1) Changing or contradicting terms; 2) Mistake in integration; 3) Defenses (getting out of deal); 4) Ambiguity/Explaining terms; 5) Adding to written deal
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Parol Evidence Rule (when it is admissible)
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Not admissible to change or contradict; Limited admissiblity to determine mistake of integration; Limited admissiblity to raise a defense (eg. Duress/fraud); Admissible to explain ambiguities; Limited admissiblity if PARTIAL integration (this is the only place it matters if intergration is partial vs complete); admissible for establishing condition precedent and true consideration.
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Conduct as contract terms (UCC?)
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3 Forms: Course of Performance; Course of dealing; Custom and Usage
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Course of Performance
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same people same contract
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Course of Dealing
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same epople different but similar contract
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Custom and Usage
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different but similar people, different but similar contract.
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Shipment Contract
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seller completes its delevery obligation when it 1) gets goods to a common carrier 2) makes reasonable arrangements for delivery and 3) notifies buyer
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Destination Contracts
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Seller''s delivery obligations are not complete until goods arrive at destination
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FOB
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"Free on Board (city)" where city is the same as the seller's city it is a shipment contract, any other city is a destination contract
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CIF / C&F / FAS
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"Cost, Insurance & freight" / Cost & freight / Free alongside-- each are always shipment contracts
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Risk of Loss (what controls - analyze in order)
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1) terms of Agreement 2) Breach of K 3) Common Carrier Delivery 4) Catch all provision
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Risk of Loss (Breach)
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breaching party assumes risk for any uninsured loss, even if unrelated to problem
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Risk of Loss (Common Carrier Delivery)
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Risk of loss for Common Carrier Delivery shifts to buyer once seller completed delivery obligations
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Risk of Loss (Catch All provision)
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Risk of loss shifts from a merchant to buyer upon buyer's receipt of goods, Risk of loss shifts to buyer for non-merchant once goods are tendered
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UCC Gap fillers (types)
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Price, Place of Delivery, Time for shipment/delivery, time for payment, Assortment
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UCC Gap filler: Price
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If price term is left open, then price is a reasonable price at the time of delivery
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UCC Gap filler: Place of Delivery
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If not specified, usual place is Seller's place of business if he has one, otherwise it is Seller's home.
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UCC Gap filler: Time for Shipment/Delivery
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If not specified, due in a reasonable time
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UCC Gap Filler: Time for Payment
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If not specified, payment due at time and place at which buyer is to receive the goods
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UCC Gap Filler: Assortment
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If an assortment is to be delivered but is unspecified, then the assortment is at the buyer's option. Seller is excused for delay, and may proceed in reasonable manner
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Expressed Warranty
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created by words that promise describe or state facts, samples or models. opinions are not sufficient.
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Implied Warranty of Merchantability
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warranty automatically implied upon purchase of any good from a merchant (dealing with that type of good) that the good is fit for ordinary purpose
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Implied Warranty of Fitness for Paticular Purpose
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Buyer has perticular purpose; buyer is relying on seller to select suitable goods, seller has rason to know of buyer's purpose and reliance. Warrants goods are suitable for that purpose.
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Limitations on Warranty Liablity (what types)
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Statute of Limitations; Privity; buyer's examination of goods; disclaimer
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Limitations on warranty liablity - Statute of Limitations
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4 years, starts to run on tender of goods is made, NOT discovery of defect
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Limitations on warranty liability - Privity
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(not usually an issue in california) Lack of privity may be defense
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Limitations on Warranty Liability - Buyer's Examination
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no implied warranty as to defects which would be obvious on examination
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Limitations on Warranty Liability - Disclaimers
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Expressed warranty cannot be disclaimed; Implied warranty of merchantability or fitness can be disclaimed by 1) conspicuous language mentioning merchantability OR 2) words such as "as is" or "with all faults"
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Limitations of Warranty Remedies
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does not limit warranty, only type and extent of recovery. Possible to limit even express warranties. General test is unconscionability. Prima facie unconscionable if breach of warranty causes personal injury
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Perfect Tender Rule (UCC)
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Only applies to sales of goods, goods and delivery must conform to the contract terms perfectly, Less than perfect tender gives buyer option of rejection of delivered goods so long as buyer acts in good faith
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Rejection of Goods (UCC)
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If no perfect tender: Buyer has optoin to retain and sue for damages or reject any or all commercial unit and sue for damages. Rejection is limited to cure, installment contract and acceptance of goods.
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Cure (ucc rejection)
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Seller does not always have oporunity to cure, Buyer cannot compel seller to cure. May cure in following instances: 1) Sellers reasonable grounds to believe goods would be acceptable perhaps with money allowance 2) Time for performance has not yet expired. (note reasonable grounds is the stautory test)
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Installment Contracts (ucc rejection)
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contract requires or authorizes delivery of goods in separate lots, to be separately accepted. Buyer has right to reject an installment only where there is a SUBSTANTIAL IMPAIRMENT in that installment that can't be cured
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Acceptance of goods (UCC)
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If buyer accepts that goods, cannot later reject them. Payment without opportunity to inspect is not acceptance, Failing to reject timely is acceptance if reasonable time has passed, Implied acceptance if goods are kept (without objection.)
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Revocation of Acceptance of Goods (UCC)
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applies in limited circumstances: 1) nonconformity of goods substantially impairs value of goods 2) excusable ignorance or reasonable reliance on seller's assurance of satisfaction 3) revocation must occur within a reasonable time after discovery
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Specific Performance/ Injunction (when is it available)
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requires inadequate remedy at law, or other party's inequitable acts.: SP: Available for Sale of Real Estate, Unique Goods. (No SP for services). "Negative Specific Performance"/Injunction: available for other inequities - generally can have a non-compete clause
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Equitable Defenses
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Laches; Unclean Hands; Bona Fide Purchaser for Value
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Laches
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Claim that P has delayed in bringing action and that delay has prejudiced Defendant (sitting on rights)
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Unclean Hands
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Claim that party seeking equitable relief is guilty of wrongdoing in the transaction being sued upon.
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Bona Fide Purchaser for Value
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Claim that subject matter has been sold to a person who made a purchase for value and in good faith.
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Cancellation (UCC)
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buyer rejects goods for nonconformity, may cancel the contract
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Buyer's right to Replevy (UCC)
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If buyer has made at least part payment, and seller has not yet delivered, the buyer may replevy (take) identified goods in 2 circumstances: 1) Seller becomes insolvent within 10 days of receipt of first payment and 2) goods were purchased for personal/family/household purposes. In either case, buyer must pay the balance owed. May also replevy if no prepayment, but buyer is unable after reasonable effort to obtain adqueate substitute goods.
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Seller's right to withhold goods (UCC)
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1) when buyer fails to make payment due before delivery; 2) goods are sold on credit, and before delivery, the seller discovers buyer's insolvency
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Seller's right of reclaim goods (UCC)
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Seller may reclaim goods when buyer 1) was insolvent when he received the goods 2) seller demands return of goods within 10 days of receipt (or reasonable time) and 3) buyer still has goods
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Monetary Damages Slapdown answer
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Purpose for monetary damages is to compensate the Plaintiff. The various California Money Damages Rules is to protect P's Expectation interests and put P where he would have been as if there had been no breach…."
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Expectation Damages
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Seeks to give P the benefit of the bargain. Look to 1) value of performance without breach; 2) value of performance with breach 3) compare the two to determine amount of damages
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UCC - Expectation Damages (Seller breaches and buyer keeps goods)
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Fair market value if goods perfect - fair market value as delivered OR cost of repair
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UCC - Expectation Damages (Seller breaches and seller has goods)
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Market price at time of discovery of breach - contract price OR reasonable replacement price - contract price (whichever is greater)
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UCC - Expectation Damages (Buyer Breaches and Buyer keeps goods)
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Seller receives Contract price
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UCC - Expectation Damages (Buyer Breaches and seller has goods)
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Contract price - resale price [ unless seller cannot resell goods then seller can recover contract price and maybe lost profits]
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Lost Profits
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Lost profits may be recovered for a volume seller upon breach if it can be shown that Seller had ability otherwise sell regular inventory
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Incidental Damages
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Costs incurred in dealing with breach (storing rejected goods, finding a replacement etc.) These are always recoverable.
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Consequential Damages
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Foreseeable damages that are special or particular to the plaintiff and D knew of those circumstances at time of contract.
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Avoidable damages
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no recovery for damages that could be avoided without undue burden on P (Duty to mitigate)
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Liquidated Damages
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Set recovery specified in contract when 1) damages are difficult to calculate at time contract was made 2) it is a reasonable forecast of damages and not a penalty
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Excuse: Non-performance
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breach by non-performance of other party, excuses performance of non-breaching party
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Excuse: Anticipatory Repudiation (elements)
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Unambigouous statement or conduct that repudiating party would not perform prior to the time peformance was due
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Excuse: Anticipatory Repudiation ( potential responses )
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P may wait until time of performance or sue immediately for breach, treat as recission and discharge of duty. Unless P has completed performance.
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Excuse: Anticipatory Repudiation ( Retraction )
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Can be retract unless there has not been a material change in position by the other party - (i.e. reliance). Time limit is reimposed but performacne canbe delayed until adquate assurances are given.
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Excuse: Insecurity of D's performance
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when there are reasonable grounds for insecurity (prospective inablity to perform or unwillingness) a party may issue a written demand for adqueate assurance and stop peformance until such assurances are given if there are commercially reasonable grounds to stop
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Excuse: Improper Performance
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UCC: Perfect Tender Rule CL: Material Breach Rule
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Excuse: Improper Performance (Common Law)
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Material Breach rule excuses perofrmance when 1) poor quality of performance or 2) quantity / amount of performance. When substantial performance is made, it is not a material breach and does not excuse peformance. In divisable contracts, recovery can be had on a per performance basis even where a material breach occurred on the entire contract
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Excuse: Non-occurrence of expressed condition
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Performance is not due until expressed condition is met. Strict compliance with the condition is required. Expressed condition is language in a contract that limits the obligations. Triggering words: "only if, so long as, when, until etc"
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Excuse: Non-occurrence of expressed condition -- Defenses
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Waiver, Prevention/interference
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Excuse: Later Contract (Recission)
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Recission is a mutual agreeement to cancel obligations remaining under an existing contract
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Excuse: Later Contract (Accord and Satisfaction)
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Accord: a new agreement to accept a different performance in satisfaction of orginal obligation. Satisfaction: performance of new obligation. If breaching accord, non-breaching party can sue to recover accord or orignal obligation
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Modification ("substituted agreement")
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Modification is an agreement to accept a new agreement in place of the orignal CL: New consideration is required for modification. UCC: no new consideration needed -- consider SOF if new agreement requires SOF to be met
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Novation
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A mutual agreement to substitute a new party in place of an existing party. Substituted party become liable for non-performance
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Delegation
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Delegation is a unilateral transfer of obligation to a third party. Orginal party is still obligated for non-performane
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Excuse: Impossibility
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Objective test: 1) Death or physical incapacity 2) illegality 3) destruction of subject matter
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Excuse: Impossibility: Damage or destruction
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CL: performance is excused UCC: Do risk of loss analysis (on buyer - buyer pays; on seller- depends on if item was unique)
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Excuse: Impossibility: Death
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Death after contract - still obligated unless it is the performance of a special person
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Excuse: Impossibility: Illegality
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Law later passed making subject of contract illegal, performance is excused.
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Excuse: Impractability
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Subjective test: when an extreme and unreasonable difficulty or expense occurs, the non-occurrence of which was a basic assumption of the parties.
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Excuse: Frustration of Purpose
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Unforseeable supervening even destroys the purpose or value of contract, and the purpose was understood by both parties at the time of contract
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Third Party Beneficiary
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not a party to the contract, able to enforce contracts made for their benefit
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Promisor
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person making a contract to benefit 3rd party
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Promisee
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Person obtaining promise for 3rd party benefit
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Intended 3rd party Beneficiary
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only intended beneficiary have contract law rights. The intent of the parties to the contract determines if the 3rd party was intended or incidental. Intended parties are donees or creditors
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Incidental 3rd party beneficiary
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No contract law rights
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3rd party Beneficiaries: Cancellation or Modification
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3rd party must have known and relied upon contract or assented. If so 3rd party rights vested and contracts cannont then be modified or cancelled
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3rd party beneficiaries: when do rights vests
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when beneficiary manefests assent; sues; or materially changes position in justifiable reliance.
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3rd partys: Who can sue whom
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3rd vs promisor: can sue, and promisor can assert defenses against promisee; 3rd vs promisee: creditor beneficiary can sue promisee and promisor - only one satisifaciton; Donee - cannot sue unless detrimental reliance; promisee vs promisor: specific performance only
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Assignment of Rights
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a transfer of contract rights from one party to a 3rd party by another contract. Consideration is not required, but gratitutous assignments can be revoked
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Assignment of Rights: when can you NOT assign
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1) assignment substantially changes obligor's duties or risks, 2) future rights on future contracts 3) prohibited by law or no assignment provision
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Multiple Assignements
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Generally Last gratituous assginee wins; For consideration, first assignee for consideration wins (consider warranties)
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Assignments: who can sue whom
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Assignee vs Obligor: can sue, but Obligor can raise defenses but not those defenses between assignor against assignee; Assignee vs Assinor: can sue if irrevokable, but assignor is not liable if obligor is unable to perform
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Delegation of duties
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Duties are usually delegable unless involves personal judgement or special skill; changes the obligees exepctancies; or contracts that expressly prohibit delegation or assignment
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Who is liable if duties delegated
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Delagating party always liable; Delegatee liable only if received consideration from delegating party.
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