Delegation

Question 1

Definition

Answer 1

1. A transfer of contractual duties.
2. Does not absolve original obligor.
3. Know Restatement 318 and UCC 2-210

Question 2

Parties - Delegator/Delegant

Answer 2

one who is delegating (the original obligor)

Question 3

Parties - Delegatee/Delegate

Answer 3

one who is receiving the delegation (is also the new obligor)

Question 4

Parties - Obligee

Answer 4

the one receiving the performance

Question 5

Issues - What duties are delegable?

Answer 5

Generally all, except

(1) Duties involving personal judgment/skill
(2) Special Trust
(3) Change in obligee’s expectancy (e.g., requirements/output contracts)
(4) Contractual restriction

Question 6

Issues - How does one make a valid delegation?

Answer 6

Delegator must manifest a present intention to make the delegation; any generally accepted words of transfer may be used

Question 7

Issues - What are the rights and liabilities of the parties? Obligee

Answer 7

Must accept performance unless duties are not delegable

Question 8

Issues - What are the rights and liabilities of the parties? Delegator

Answer 8

(1) Remains liable, even if the delegate expressly assumes the duties
(2) However, if obligee expressly consents to transfer, could be a novation.

Question 9

Issues - What are the rights and liabilities of the parties? Delegate

Answer 9

(1) A delegation creates a power in another to perform. Obligee can’t compel delegate to perform because delegate has not promised to perform.
(2) An assumption occurs where the delegate promises to perform the duty and the promise is supported by consideration. Majority view = must be express; Obligee can sue as 3PB
(3) Where delegation and assignment of same contract, UCC and majority and Restatement say words assigning “the contract” or “all my rights under the contract” are to be construed as including an assumption of duties (implied).