Learning Objectives

recognize what a delegation of duty is. Recognize how liability continues to be on the delegator adhering to a delegation. Understand what duties might not it is in delegated.

General Rule

To this point, we have been considering the assignment the the assignor’s civil liberties (usually, though not solely, to money payments). Yet in every contract, a best connotes a equivalent duty, and these may be delegated. A delegationThe pass or transferring by one person to an additional of the duty to perform a contract. Is the carry to a third party of the duty to execute under a contract. The one that delegates is the delegatorOne who delegates.. Because most obligees are also obligors, many assignments of rights will simultaneously carry with them the delegation the duties. Uneven public policy or the contract itself bars the delegation, that is legit enforceable.

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In many states, at usual law, duties must be expressly delegated. Under Uniform Commercial code (UCC) section 2-210(4) and also in a minority of claims at usual law (as depicted in ar 14.4.2 "Assignment consists of Delegation", Rose v. Vulcan products Co.), one assignment that “the contract” or the “all my legal rights under the contract” is not only an assignment of civil liberties but additionally a delegation of duties to be performed; by accepting the assignment, the delegateeOne to whom the duty to execute a contract is delegated. (one to whom the delegation is made) implies a promise to do the duties. (See number 14.3 "Delegation the Duties")


Figure 14.3 Delegation of Duties

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Effect top top Obligor

An obligor who delegates a duty (and i do not care a delegator) does no thereby escape liability because that performing the duty himself. The obligee that the duty may continue to look come the obligor because that performance uneven the initial contract specifically offers for substitution by delegation. This is a huge difference in between assignment that contract rights and also delegation that contract duties: in the former, the assignor is discharged (absent breach the assignor’s warranties); in the latter, the delegator remains liable. The obligee (again, the one to who the duty to carry out flows) may also, in plenty of cases, look come the delegatee, because the obligee becomes an to plan beneficiary of the contract between the obligor and the delegatee, as questioned in ar 14.3 "Third-Party Beneficiaries". That course, the obligee may subsequently agree to accept the delegatee and discharge the obligor from any further obligation for performing the duty. A contract among three persons having actually this result is referred to as a novationA brand-new contract substituting for an old one, or a new party come a contract replacing a previous party.; the is a brand-new contract. Fred selling his residence to Lisa, that assumes his mortgage. Fred, in various other words, has delegated the duty to pay the bank to Lisa. If Lisa defaults, Fred continues to be responsible to the bank, uneven in the original mortgage commitment a provision especially permitted any type of purchaser to be substituted without termination to Fred, or unless the bank subsequently accepts Lisa and discharges Fred.


Personal Services

Personal services are not delegable. If the contract is such the the promisee expects the obligor personally to perform the duty, the obligor may not delegate it. Intend the Catskill civic Opera Association hires a well known singer to sing in its production of Carmen and also the singer delegates the job to her understudy. The delegation is ineffective, and performance through the understudy does not absolve the famous singer that liability for breach.

Many duties might be delegated, however. Indeed, if they can not be delegated, much of the world’s occupational would not gain done. If you hire a construction company and one architect to design and build your home to certain specifications, the contractor may consequently hire individual craftspeople—plumbers, electricians, and also the like—to execute these specialized jobs, and as lengthy as they are performed come specification, the contract state will have actually been met. If you rental an architecture firm, though, you could not be contracting for the particular services that a specific individual in that firm.


Public Policy

Public policy may prohibit specific kinds of delegations. A public official, because that example, may not delegate the duties of her office to personal citizens, although miscellaneous statutes normally permit the delegation of duties to her assistants and subordinates.


Delegations barred by Contract

As we have currently noted, the contract itself might bar assignment. The law normally disfavors restricting the right to entrust a benefit, yet it will certainly uphold a contract provision the prohibits delegation that a duty. Thus, as we have actually seen, UCC section 2-210(3) states that in a contract because that sale that goods, a provision versus assigning “the contract” is come be interpreted only together a prohibition against delegating the duties.


Key Takeaway

The duty to perform a contractual obligation may usually be delegated to a third party. Together delegation, however, does not discharge the delegator, who continues to be liable top top the contract lacking a novation.

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Some duties may not it is in delegated: an individual services can not be, and public plan or the contract itself might bar delegation.


Exercises

What is the difference in between an assignment and also a delegation? Under what situations is the delegator discharged from legal responsibility on the contract?