§ 2-210. Delegation of performance; assignment of rights.
A. If the seller or buyer assigns rights under a contract, the following rules apply:
1. Subject to subsection (A)(2) of this section and except as otherwise provided or as otherwise agreed, all rights of the seller or the buyer may be assigned unless the assignment would materially change the duty of the other party, increase materially the burden or risk imposed on that party by the contract, or impair materially that 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 its entire obligation may be assigned despite an agreement otherwise.
2. The creation, attachment, perfection, or enforcement of a security interest in the seller’s interest under a contract is not an assignment that materially changes the duty of or materially increases the burden or risk imposed on the buyer or materially impairs the buyer’s chance of obtaining return performance under subsection (A)(1) of this section unless, and only to the extent that, enforcement of the security interest results in a delegation of a material performance of the seller. Even in that event, the creation, attachment, perfection, and enforcement of the security interest remain effective. However, 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 a Court may grant other appropriate relief, including cancellation of the contract or an injunction against enforcement of the security interest or consummation of the enforcement.
B. If the seller or buyer delegates performance of its duties under a contract, the following rules apply:
1. A party may perform its duties 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. Delegation of performance does not relieve the delegating party of any duty to perform or liability for breach.
2. Acceptance of a delegation of duties by the assignee constitutes a promise to perform those duties. The promise is enforceable by either the assignor or the other party to the original contract.
3. The other party may treat any delegation of duties as creating reasonable grounds for insecurity and may without prejudice to its rights against the assignor demand assurances from the assignee under 27A ONC § 2-609.
4. A contractual term prohibiting the delegation of duties otherwise delegable under subsection (B)(1) of this section is enforceable, and an attempted delegation is not effective.
C. 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 also a delegation of performance of the duties of the assignor.
D. 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. ONCA 13-23, eff. Sept. 24, 2013.