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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) Except as otherwise provided in section 336.9-406, 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) 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 the rights of the other party
against the assignor demand assurances from the assignee (section 336.2-609).
History: 1965 c 811 s 336.2-210; 1986 c 444; 2000 c 399 art 2 s 4; 2001 c 195 art 1 s 4

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Revisor of Statutes