Title 11, Chapter 2, Section 210
( 11-2-210)
Delegation of performance; assignment of rights. (1) 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. (2) Except as otherwise provided in Code Section 11-9-406, 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 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) of this Code section 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 (i) 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 (ii) 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 his or her rights against the assignor demand assurances from the assignee (Code Section 11-2-609). |