70A-2-210. Delegation of performance -- Assignment of rights.
(1) A party may perform his duty through a delegate unless otherwise agreed or unless
the other party has a substantial interest in having his original promisor perform or control the acts
required by the contract. No delegation of performance relieves the party delegating of any duty
to perform or any liability for breach.
(2) Except as otherwise provided in Section 70A-9a-406, unless otherwise agreed, all
rights of either seller or buyer can be assigned except where the assignment would materially
change the duty of the other party, or increase materially the burden or risk imposed on him by
his contract, or impair materially his chance of obtaining return performance. A right to damages
for breach of the whole contract or a right arising out of the assignor's due performance of his
entire obligation can be assigned despite agreement otherwise.
(3) The creation, attachment, perfection, or enforcement of a security interest in the
seller's interest under a contract is not a transfer that materially changes the duty of or increases
materially the burden or risk imposed on the buyer or impairs materially the buyer's chance of
obtaining return performance within the purview of Subsection (2) unless, and then only to the
extent 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 interest
remain effective, but:
(a) the seller is liable to the buyer for damages caused by the delegation to the extent that
the damages could not reasonably be prevented by the buyer; and
(b) a court having jurisdiction may grant other appropriate relief, including cancellation of
the contract for sale or an injunction against enforcement of the security interest or consummation
of the enforcement.
(4) Unless the circumstances indicate the contrary a prohibition of assignment of "the
contract" is to be construed as barring only the delegation of (to) the assignee of the assignor's
performance.
(5) An assignment of "the contract" or of "all my rights under the contract" or an
assignment in similar general terms is an assignment of rights and unless the language or the
circumstances (as in an assignment of (for) security) indicate the contrary, it is a delegation of
performance of the duties of the assignor and its acceptance by the assignee constitutes a promise
by him to perform those duties. This promise is enforceable by either the assignor or the other
party to the original contract.
(6) The other party may treat any assignment which delegates performance as creating
reasonable grounds for insecurity and may without prejudice to his rights against the assignor
demand assurances from the assignee (Section 70A-2-609).
Amended by Chapter 252, 2000 General Session
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Last revised: Thursday, May 28, 2009