9) Assignment + Delegation

Question 1

assignment (def)

Answer 1

transfer of RIGHT to receive k performance

Question 2

assignment: how to

Answer 2

owner of right must

1) manifest an intention to
2) PRESENTLY
3) transfer the right

Question 3

assignment: is this right assignable?

Answer 3

usually, yes (exceptions)

Question 4

assignment: assignable: exceptions

Answer 4

rights are NOT assignable if:

1) assignment would materially change duties of other party
2) obligor has PERSONAL INTEREST in rendering performance to the obligee, not a 3rd party
3) violates law/pub pol
4) k REALLY prohibits assignment

Question 5

who’s who: obligor

Answer 5

person who the obligation is owed to kn the original k (could make configurations where it’s either party)

Question 6

who’s who: obligee

Answer 6

person who was obligated to perform by the original k

Question 7

who’s who: assignee

Answer 7

receives the assignment of rights (new party)

Question 8

assignment: assignable: exceptions: k prohibits assignment: rule + exception

Answer 8

if ordinary language like “not allowed to assign,” “no assign w/o permission,” RESULT: assignor has breached, BUT assignee still has the rights.

exception: if very strong language “any assignments ARE VOID” then completely negates assignment

Question 9

assignment: assignment for value: def

Answer 9

consideration given for assignment

Question 10

assignment: assignment for value: result

Answer 10

valid against obligor

can’t be revoked by assignor

Question 11

assignment: 2 kinds

Answer 11

1) for value

2) gratuitous

Question 12

assignment: gratuitous a: def

Answer 12

assignment w/o consideration

Question 13

assignment: gratuitous a: result re obligor/asignee

Answer 13

VALID againt obligor (can’t claim lack of consideration as a defense)

Question 14

assignment: gratuitous a: result re assignee/assignor

Answer 14

law of gifts applies –> valid if already given (even if not, try promissory estoppel)

Question 15

law of gifts: 2 kinds

Answer 15

1) executory

2) executed

Question 16

law of gifts: executed gift: def

Answer 16

intention + actual or symbolic delivery

Question 17

assignment: rights and obligations of parties

Answer 17

assignee gets whatever rights in the k the assignor had (but subject to any defenses that obligor could have raised against assignor)

Question 18

assignment: rights and obligations: what if obligor pays assignor?

Answer 18

this is a defense, UNLESS obligor has been NOTIFIED that now needs to pay assignee

Question 19

who’s who: delegator

Answer 19

the obligor, who delegates his obligation

Question 20

who’s who: delegatee

Answer 20

person who obligation is delegated to

Question 21

delegation: def

Answer 21

when 3rd party agrees to satisfy performance obligation owed by one of the parties to a k

Question 22

delegation: result

Answer 22

does NOT transfer the duties of delegator! does NOT relieve delegator’s obligations under k (obligee can sue delegator still)
(exception)

Question 23

delegation: result: exception

Answer 23

novation

Question 24

delegation: result: exception: novation: def

Answer 24

agreed substitution of one obligor for another–(w obligor’s consent)

Question 25

delegation: obligations of delegatee to delegator

Answer 25

IF delegation was for consideration, then delegator can sue delegatee for breach of k

(if not, promissory estoppel…)

Question 26

delegation: obligations of delegatee to obligee

Answer 26

IF delegation was for consideration, then obligee acting as intended 3rd party beneficiary (of the new delegation k) can sue delegatee

Question 27

delegation: what duties can you delegate? (and exceptions)

Answer 27

almost all

Exceptions: can NOT delegate

1) personal services
2) k prohibits delegation

Question 28

delegation: duties to delegate: exceptions: personal services: def

Answer 28

have to be either personal (nanny, not landscaper), or extraordinary (athletes)

Question 29

delegation: duties to delegate: exceptions: k prohibits delegation: note

Answer 29

prohibition on delegation is usually enforceable! (unlike assignment)