§490:2-210  Delegation of performance;
assignment of rights.  (1)  A party may perform the party's duty through a
delegate unless otherwise agreed or unless the other party has a substantial
interest in having the other party's 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.



(2)  Except as otherwise provided in section
490:9-406, 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 the other
party by the other party's contract, or impair materially the other party's 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 the
assignor's entire obligation can be assigned despite agreement otherwise.



(3)  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 (2) 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:



(a) 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



(b) 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.



(4)  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.



(5)  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 the assignee to perform those duties. 
This promise is enforceable by either the assignor or the other party to the
original contract.



(6)  The other party may treat any assignment
which delegates performance as creating reasonable grounds for insecurity and
may without prejudice to the other party's rights against the assignor demand
assurances from the assignee (section 490:2-609). [L 1965, c 208, §2-210; HRS
§490:2-210; am L 2000, c 241, §12 and gen ch 2000]