1997 Minnesota Statutes

     336.2-210 Delegation of performance; assignment of 
  rights.  

    (1) A party may perform a duty through a delegate unless 
 otherwise agreed or unless the other party has a substantial 
 interest in having the 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 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) 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 the assignee 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 the rights of the other 
 party against the assignor demand assurances from the assignee 
 (section 336.2-609). 

    HIST: 1965 c 811 s 336.2-210; 1986 c 444