As we have already noted, the contract itself may bar assignment. The law generally disfavors restricting the right to assign a benefit, but it will uphold a contract provision that prohibits delegation of a duty. Thus, as we have seen, UCC Section 2-210(3) states that in a contract for sale of goods, a provision against assigning “the contract” is to be construed only as a prohibition against delegating the duties.
The duty to perform a contractual obligation may usually be delegated to a third party. Such delegation, however, does not discharge the delegator, who remains liable on the contract absent a novation.
Some duties may not be delegated: personal services cannot be, and public policy or the contract itself may bar delegation.
- What is the difference between an assignment and a delegation?
- Under what circumstances is the delegator discharged from liability on the contract?