Assignment of Rights

Question 1

Assignment

Answer 1

A transfer of a right to receive a K performance.

Question 2

For an Assignment to be Effective

Answer 2

Right holder must manifest an intention to make a present transfer of an existing right and the assignee must manifest a present intent to accept the assignment.

Question 3

Assignability of Rights

Answer 3

All rights are generally assignable except when:

• assignment would materially change the duties of other party
• when the obligor has personal interest in rendering performance to the obligee and not a third party
• violate applicable law or public policy
• violate K

Question 4

When there Is an Assignment Despite a K Provision Prohibiting Assignment

Answer 4

Most courts will treat this as a breach of K by assignor, but not a basis for nullifying assignee’s rights except:

-if the K provision provides that any assignments of this contract “are void” any assignment is completely negated.

Question 5

Rights and Obligations of Assignee After Assignment

Answer 5

• An assignee gets whatever rights to the K his assignor had; and
• takes subject to whatever defenses the obligor could have raised against the assignor

Question 6

Delegation

Answer 6

When a third party agrees to satisfy a performance obligation owed by one of the parties to a K.

Question 7

Rights of the Obligee Against the Delegator

Answer 7

Absent a novation a delegation does not relieve the delegator from his obligations under the K.

Question 8

Liability of Delegatee to Delegator

Answer 8

If delegation was for consideration, delegator has a breach of K action against delegatee who doesn’t perform

Question 9

Liability of the Delegatee to Obligee

Answer 9

If delegation was for consideration, obligee can bring action against delegatee as an intended third-party beneficiary (creditor beneficiary) of the delegation.

Question 10

Delegable Duties

Answer 10

Generally, all K duties are delegable except when:

• personal services
• when the K prohibits delegation