What Are Assignments And Delegation Of Contracts?

What Are Assignments And Delegation Of Contracts And What Rights An

Assignments and delegation of contracts are legal concepts that pertain to the transfer of contractual rights and obligations from one party to another. An assignment involves the transfer of rights under a contract from the original party (the assignor) to a third party (the assignee). Delegation, on the other hand, involves transferring the duty or obligation under a contract from the original obligor to a third party (the delegatee), while the original obligor remains ultimately responsible.

In an assignment, the assignee acquires all the rights that the assignor held under the contract, such as receiving payments or receiving the benefits of a service. For example, if a contractor assigns their rights to receive payment for a project to a third party, that third party can collect the money directly from the client. An assignment typically does not discharge the original party from obligations unless the other party agrees to it.

Delegation involves the transfer of performance obligations or duties. For example, if a subcontractor is delegated the task of painting a building by the main contractor, the subcontractor must fulfill the contract's obligations, but the original contractor remains liable if the subcontractor fails to perform.

The rights conferred through assignment include the ability to benefit from contractual rights, receive payments, or enforce contractual provisions. The obligations transferred via delegation, however, relate to performing specific duties or services. Both mechanisms require the consent of the non-transferring party unless the contract specifies otherwise. Additionally, while assignment generally does not require the other party's approval, delegation might. Importantly, an assignment does not usually alter the primary obligations, and the original party may still be bound unless a novation—an agreement that replaces the original contract—is executed.

Application of Assignments and Delegation in Contract Law

Consider a scenario where a musician contracts with a concert venue to perform. The musician can assign the right to perform to another artist, effectively transferring the performance to a different person. Conversely, the musician can delegate the obligation to perform, where a backup singer or band may carry out the performance on their behalf, provided the contract allows delegation. This exemplifies how rights and obligations can be transferred, affecting contractual relationships and liabilities.

Case Scenario: Adele and Contractual Rights and Remedies

In a scenario where Adele, a renowned singer, cancels her last two shows due to damaged vocal cords, questions arise regarding the discharge of her contractual obligations. Typically, contracts may contain clauses addressing medical emergencies or force majeure events, which can temporarily or permanently discharge a party from performance obligations. If her contract did not explicitly account for cancellations due to medical reasons, the question becomes whether she can be considered in breach.

Under general contract law, a breach occurs when a party fails to perform contractual duties without lawful excuse. However, if Adele's illness qualifies as a valid legal or medical excuse, she might be discharged from her obligations. Furthermore, the doctrine of impossibility or frustration of purpose might apply, which can excuse performance if unforeseen events make the contractual obligations impossible or radically different from the parties’ original intent. Nonetheless, legal remedies for the Producers might include damages to compensate for unrecovered expenses or specific performance if applicable. Given the lack of insurance coverage, the Producers could pursue damages for breach of contract, but their success depends on the specifics of the contractual terms and the applicable law.

Legal Analysis: Discharge and Remedies

Whether Adele can be discharged hinges on contractual provisions, medical evidence, and applicable doctrines. If the contract lacks a force majeure clause and her illness is not legally recognized as an excuse, she may be liable for breach. Conversely, if her illness is deemed an unavoidable obstacle, she may be excused from performance. The Producers’ remedies would primarily focus on recovering damages for the financial losses incurred, including venue costs, promotional expenses, and lost revenue. If the contract stipulates liquidated damages or specific remedies, those provisions would guide their claim.

In conclusion, assignments and delegation serve to transfer contractual rights and duties, but legal nuances govern their enforceability and scope. In contractual disputes such as Adele’s, the specific contractual provisions, applicable legal principles, and evidence of unforeseen circumstances are key to determining discharge rights and available remedies.

References

• Farnsworth, E. A., & Farnsworth, E. R. (2020). Contracts. Aspen Publishers.
• Poole, J. (2021). Contract Law. Oxford University Press.
• Schwartz, A. L., & Birdsong, L. (2019). The Law of Contracts. Wolters Kluwer.
• Restatement (Second) of Contracts (1981). American Law Institute.
• Corbin on Contracts (2021). Arthur L. Corbin.
• Beatty, J. F., & Samuelson, S. (2020). Business Law and the Regulation of Business. Cengage Learning.
• Appleman, J. R., Appleman, J. L., & Hoggatt, J. S. (2018). Indiana Contract Law. West Academic Publishing.
• Banks, J., & Sanders, J. (2019). Principles of Contract Law. Routledge.
• Uniform Commercial Code (UCC), Article 2. (2017).
• Legal Information Institute. (2022). Contract Law. Cornell Law School. https://www.law.cornell.edu/wex/contract