Contract Content and 3rd party Rights

Question 1

Does a subsequent assignment of the same right revoke any prior revocable assignment ?

Answer 1

Yes. the first assignment is automatically revoked and the second assignment has priority.

Question 2

Does a subsequent assignment of the same right revoke any prior IRREVOCABLE assignment?

Answer 2

If the first assignment was irrevocable, it has priority unless the second assignee was a bonafide purchaser for value who lacked notice.

Question 3

What does an exculpatory clause do?

Answer 3

It releases a party from liability for damages caused during the execution of the K.

Question 4

What is the difference between assignment and delegation of a K?

Answer 4

Assignment: the transfer of contractual rights to another (ie assignee)

Delegation: transfer of contractual duties to another (ie delegatee).

Question 5

Under the UCC Parol evidence rule what types of evidence can be used to explain or supplement the terms of final written agreement?

Answer 5

• course of performance
• cause of dealing
• trade usage.

Question 6

Delegation of contractual duties is not permitted when:

Answer 6

1. the other party to the K has a substantial interest in having the delegating party perform.
   OR
2. the K prohibits delegation.

Question 7

Only intended, not incidental beneficiaries have enforceable rights under the K? T/F?

Answer 7

True

Question 8

An intended beneficiaries contractual rights vest when: (3)

Answer 8

The ben,
1. detrimentally relies on the rights created,
2. manifests assent to the K,
OR
3. files a lawsuit to enforce it.

Any effort to rescind or modify the K after vesting is void unless the ben, agrees to the recession or modification.

Question 9

How will a general provision that prohibits assignment of “the contract” without specifying rights or duties be construed?

Answer 9

this type of general provision will be construed to:
1. allow the assignment of rights
and
2. bar the delegation of duties

Question 10

Does an assignee take all of the the assignors rights as the contract stands at the time of the assignment?

Answer 10

Yes, IE takes the contract with all valid modifications at the time of assignment.

Question 11

A party’s promise to pay money received pursuant to a K to a third party is what?

Answer 11

NOT an assignment of the party’s contractual rights, but a promise of future payment.