8.2-210 - Delegation of performance; assignment of rights.
§ 8.2-210. Delegation of performance; assignment of rights.
(1) A party may perform his duty through a delegate unless otherwise agreedor unless the other party has a substantial interest in having his originalpromisor perform or control the acts required by the contract. No delegationof performance relieves the party delegating of any duty to perform or anyliability for breach.
(2) Except as otherwise provided in § 8.9A-406, unless otherwise agreed allrights of either seller or buyer can be assigned except where the assignmentwould materially change the duty of the other party, or increase materiallythe burden or risk imposed on him by his contract, or impair materially hischance of obtaining return performance. A right to damages for breach of thewhole contract or a right arising out of the assignor's due performance ofhis entire obligation can be assigned despite agreement otherwise.
(3) The creation, attachment, perfection, or enforcement of a securityinterest in the seller's interest under a contract is not a transfer thatmaterially changes the duty of or increases materially the burden or riskimposed on the buyer or impairs materially the buyer's chance of obtainingreturn performance within the purview of subsection (2) unless, and then onlyto the extent that, enforcement actually results in a delegation of materialperformance of the seller. Even in that event, the creation, attachment,perfection, and enforcement of the security interest remain effective, but(i) the seller is liable to the buyer for damages caused by the delegation tothe extent that the damages could not reasonably be prevented by the buyerand (ii) a court having jurisdiction may grant other appropriate relief,including cancellation of the contract for sale or an injunction againstenforcement of the security interest or consummation of the enforcement.
(4) Unless the circumstances indicate the contrary a prohibition ofassignment of "the contract" is to be construed as barring only thedelegation to the assignee of the assignor's performance.
(5) An assignment of "the contract" or of "all my rights under thecontract" or an assignment in similar general terms is an assignment ofrights and unless the language or the circumstances (as in an assignment forsecurity) indicate the contrary, it is a delegation of performance of theduties of the assignor and its acceptance by the assignee constitutes apromise by him to perform those duties. This promise is enforceable by eitherthe assignor or the other party to the original contract.
(6) The other party may treat any assignment which delegates performance ascreating reasonable grounds for insecurity and may without prejudice to hisrights against the assignor demand assurances from the assignee (§ 8.2-609).
(1964, c. 219; 2000, c. 1007.)