10. Assignment And Delegation Flashcards
What is an assignment in the context of contract law?
An assignment is a transfer of a right to receive a performance under a contract.
Who are the three relevant parties involved in a basic assignment scenario?
- A (the obligor)
- B (the assignor)
- C (the assignee)
What are the two requirements for an effective assignment?
- The owner must manifest an intention to make a present transfer of the right WITHOUT further action by the owner or the obligor
- A manifestation of assent by the assignee is essential.
True or False: Oral assignments are effective unless there is an independent writing requirement.
True
There is NO effective assignment when:
i.) A promise to transfer a currently existing right at a future date;
ii.) A promise to transfer a right that the assignor expects to acquire in the future.
iii.) An “order” by an obligee directing an obligor to pay the debt to a third party.
What constitutes a partial assignment?
A partial assignment is valid and can involve the assignment of a fraction of the assignor’s rights.
List the exceptions that make a right non-assignable.
- Materially alters the risks or obligations of the other party
- Personal interest of the obligor in rendering performance
- Materially impairs obligor’s chance of obtaining return performance
- Violates applicable law or public policy
- Prohibited by the contract
What is the legal effect of an assignment made in violation of a contractual restriction?
It is treated as a breach of contract by the assignor but does not nullify the obligor’s performance obligation to the assignee.
Can an offer be assigned?
No, an offer cannot be assigned.
What differentiates an assignment for value from a gratuitous assignment?
An assignment for value involves consideration exchanged for the rights, while a gratuitous assignment is made without consideration.
What happens to the rights of an assignee against the obligor?
The assignee gets whatever rights the assignor had and is subject to any defenses the obligor could have raised against the assignor.
Fill in the blank: A delegation occurs when a third party agrees to satisfy a _______ obligation owed by one of the parties to a contract.
[performance]
It is NOT enough to just ask a party to do something.
True or False: A delegation relieves the delegator from their obligations under the contract.
False
What is required for a novation to occur?
A clear promise by the obligee to release the delegator in return for the liability of the delegatee.
What are the general rules regarding delegable duties?
All obligations can be delegated except when:
* Performance is personal
* The contract prohibits delegation
