47-2210

47-2210. Delegation of performance; assignment
of rights

A. A party may perform his duty through a delegate unless otherwise agreed or
unless the other party has a substantial interest in having his original promisor perform
or control the acts required by the contract. No delegation of performance relieves the
party delegating of any duty to perform or any liability for breach.

B. Unless otherwise agreed all rights of either seller or buyer can be assigned
except where the assignment would materially change the duty of the other party, or
increase materially the burden or risk imposed on him by his contract, or impair
materially his chance of obtaining return performance. A right to damages for breach of
the whole contract or a right arising out of the assignor's due performance of his entire
obligation can be assigned despite agreement otherwise.

C. The creation, attachment, perfection or enforcement of a security interest in
the seller's interest under a contract is not a transfer that materially changes the duty
of or increases materially the burden or risk imposed on the buyer or impairs materially
the buyer's chance of obtaining return performance within the purview of subsection B
unless, and then only to the extent that, enforcement actually results in a delegation of
material performance of the seller. Even in that event, the creation, attachment,
perfection and enforcement of the security interest remain effective, but:

1. The seller is liable to the buyer for damages caused by the delegation to the
extent that the damages could not reasonably be prevented by the buyer; and

2. A court having jurisdiction may grant other appropriate relief, including
cancellation of the contract for sale or an injunction against enforcement of the
security interest or consummation of the enforcement.

D. Unless the circumstances indicate the contrary a prohibition of assignment of
"the contract" is to be construed as barring only the delegation to the assignee of the
assignor's performance.

E. An assignment of "the contract" or of "all my rights under the contract" or an
assignment in similar general terms is an assignment of rights and unless the language or
the circumstances (as in an assignment for security) indicate the contrary, it is a
delegation of performance of the duties of the assignor and its acceptance by the
assignee constitutes a promise by him to perform those duties. This promise is
enforceable by either the assignor or the other party to the original contract.

F. The other party may treat any assignment which delegates performance as creating
reasonable grounds for insecurity and may without prejudice to his rights against the
assignor demand assurances from the assignee (section 47-2609).