9) Assignment + Delegation Flashcards
assignment (def)
transfer of RIGHT to receive k performance
assignment: how to
owner of right must
1) manifest an intention to
2) PRESENTLY
3) transfer the right
assignment: is this right assignable?
usually, yes (exceptions)
assignment: assignable: exceptions
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
who’s who: obligor
person who the obligation is owed to kn the original k (could make configurations where it’s either party)
who’s who: obligee
person who was obligated to perform by the original k
who’s who: assignee
receives the assignment of rights (new party)
assignment: assignable: exceptions: k prohibits assignment: rule + exception
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
assignment: assignment for value: def
consideration given for assignment
assignment: assignment for value: result
valid against obligor
can’t be revoked by assignor
assignment: 2 kinds
1) for value
2) gratuitous
assignment: gratuitous a: def
assignment w/o consideration
assignment: gratuitous a: result re obligor/asignee
VALID againt obligor (can’t claim lack of consideration as a defense)
assignment: gratuitous a: result re assignee/assignor
law of gifts applies –> valid if already given (even if not, try promissory estoppel)
law of gifts: 2 kinds
1) executory
2) executed
law of gifts: executed gift: def
intention + actual or symbolic delivery
assignment: rights and obligations of parties
assignee gets whatever rights in the k the assignor had (but subject to any defenses that obligor could have raised against assignor)
assignment: rights and obligations: what if obligor pays assignor?
this is a defense, UNLESS obligor has been NOTIFIED that now needs to pay assignee
who’s who: delegator
the obligor, who delegates his obligation
who’s who: delegatee
person who obligation is delegated to
delegation: def
when 3rd party agrees to satisfy performance obligation owed by one of the parties to a k
delegation: result
does NOT transfer the duties of delegator! does NOT relieve delegator’s obligations under k (obligee can sue delegator still)
(exception)
delegation: result: exception
novation
delegation: result: exception: novation: def
agreed substitution of one obligor for another–(w obligor’s consent)
delegation: obligations of delegatee to delegator
IF delegation was for consideration, then delegator can sue delegatee for breach of k
(if not, promissory estoppel…)
delegation: obligations of delegatee to obligee
IF delegation was for consideration, then obligee acting as intended 3rd party beneficiary (of the new delegation k) can sue delegatee
delegation: what duties can you delegate? (and exceptions)
almost all
Exceptions: can NOT delegate
1) personal services
2) k prohibits delegation
delegation: duties to delegate: exceptions: personal services: def
have to be either personal (nanny, not landscaper), or extraordinary (athletes)
delegation: duties to delegate: exceptions: k prohibits delegation: note
prohibition on delegation is usually enforceable! (unlike assignment)
