Delegation of Duties

Question 1

What is a typical delegation situation?

Answer 1

In a typical delegation situation, Y (obligor/delegator) promises to perform for X (the obligee). Y then delegates her duty to Z (the delegate).

Question 2

What duties may be delegated?

Answer 2

In General –> all duties may be delegated

EXCEPTIONS:
1. duties involving PERSONAL JUDGMENT AND SKILL

2. delegation would change obligee’s expectancy (example –> requirements/output contracts)
3. a special trust was reposed in delegator by other party to K;
4. there is a CONTRACTUAL RESTRICTION on delegation

Question 3

What is necessary for an effective delegation?

Answer 3

Delegator must manifest a present intention to make a delegation

• no special formalities required
• may be written or oral

Question 4

What is obligee’s obligation with regards to a delegation?

Answer 4

Obligee must accept performance from delegate of all duties that may be delegated.

Question 5

What is delegator’s liability on contract?

Answer 5

• Delegator remains liable on K.

- Thus, obligee MAY sue delegator for non-performance by delegate

Question 6

May obligee require delegate to perform?

Answer 6

Obligee may require delegate to perform ONLY if there has been an “assumption”

“assumption” - delegate expressly or impliedly promises he will perform duty AND it’s supported by consideration.

This promise creates a K between delegator and delegate in which obligee is a 3rd party beneficiary

Question 7

What are the special rules re: terminology ?

Answer 7

Words assigning “the contract” or “all my rights under the contract” are usually construed as including an assumption of the duties by assignee, unless a contrary intention appears

Question 8

What is the difference between “delegation” and a “novation”?

Answer 8

“Novation” substitutes a new party for an original party to the K.

It requires assent of all party and completely releases the 1st party