Section 2--210. Delegation of Performance; Assignment of Rights


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  • (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 Section 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 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).