70A-2-210 - Delegation of performance -- Assignment of rights.
70A-2-210. Delegation of performance -- Assignment of rights.
(1) A party may perform his duty through a delegate unless otherwise agreed or unlessthe other party has a substantial interest in having his original promisor perform or control the actsrequired by the contract. No delegation of performance relieves the party delegating of any dutyto perform or any liability for breach.
(2) Except as otherwise provided in Section 70A-9a-406, unless otherwise agreed, allrights of either seller or buyer can be assigned except where the assignment would materiallychange the duty of the other party, or increase materially the burden or risk imposed on him byhis contract, or impair materially his chance of obtaining return performance. A right to damagesfor breach of the whole contract or a right arising out of the assignor's due performance of hisentire obligation can be assigned despite agreement otherwise.
(3) The creation, attachment, perfection, or enforcement of a security interest in theseller's interest under a contract is not a transfer that materially changes the duty of or increasesmaterially the burden or risk imposed on the buyer or impairs materially the buyer's chance ofobtaining return performance within the purview of Subsection (2) unless, and then only to theextent that, enforcement actually results in a delegation of material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interestremain effective, but:
(a) the seller is liable to the buyer for damages caused by the delegation to the extent thatthe damages could not reasonably be prevented by the buyer; and
(b) a court having jurisdiction may grant other appropriate relief, including cancellation ofthe contract for sale or an injunction against enforcement of the security interest or consummationof the enforcement.
(4) Unless the circumstances indicate the contrary a prohibition of assignment of "thecontract" is to be construed as barring only the delegation of (to) the assignee of the assignor'sperformance.
(5) An assignment of "the contract" or of "all my rights under the contract" or anassignment in similar general terms is an assignment of rights and unless the language or thecircumstances (as in an assignment of (for) security) indicate the contrary, it is a delegation ofperformance of the duties of the assignor and its acceptance by the assignee constitutes a promiseby him to perform those duties. This promise is enforceable by either the assignor or the otherparty to the original contract.
(6) The other party may treat any assignment which delegates performance as creatingreasonable grounds for insecurity and may without prejudice to his rights against the assignordemand assurances from the assignee (Section 70A-2-609).
Amended by Chapter 252, 2000 General Session