Also known as: delegate duties · delegated duties · delegating duties · delegation of duty · duty delegation
Written by attorneys · grounded in primary & secondary sources — see below
The arrangement by which an obligor shifts performance of its duties under an agreement to a third party. The obligor remains liable unless the obligee agrees to a substitution that discharges the original duty.
Valley Aircraft serves as trustee for a family trust holding aerospace shares. It retains a software firm to vote the shares and advise on a new subcontract. The firm exercises broad discretion over participation decisions. Beneficiaries later challenge the trustee for failing to limit the scope of authority granted to the delegate.
Best Products holds an exclusive distribution contract requiring its best efforts to promote Nexxus hair-care products in Texas. Best sells its entire distribution business to Sally Beauty, a competitor of Nexxus. Sally assumes all promotional duties. Nexxus refuses to accept performance from Sally and treats the contract as breached.
Select any source to read its text and confirm it supports the definition.
No. The original obligor remains liable unless the obligee agrees to a novation that substitutes the delegate and discharges the delegating party. This rule appears in both the Restatement and the UCC provisions on delegation.
Supporting sources
Delegation is barred when the contract terms or the nature of the duty show that the obligee has a substantial interest in personal performance by the original obligor. Personal-services contracts and those requiring unique skill or control commonly fall into this category.
Supporting sources
Such language is read as prohibiting delegation of duties rather than assignment of payment rights. The clause protects the obligor from substituted performance but does not automatically bar transfer of the right to receive money.
Supporting sources
…he bought the horse from Stewart.” Id. at 957. In McKinnie , the Texas court recognized and applied the UCC rule that bars delegation of duties if there is some reason why the non-assigning party would find performance by a delegate a substantially different thing than what he had bargained for. In the exclusive distribution…