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§12A-2-210.
§12A-2-210.
(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) 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.
(3) 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.
(4) 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.
(5) 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 2-609).
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