Sales and Leases - A Problem-based Approach, 2016a

and the tailor says, “I’m kind of busy now, so I will have the suit made by my nephew,” I
think you could say that you have a substantial interest in having the particular tailor
make the suit. A handmade suit is not a commodity, and the quality may well be a
function of the person chosen to make it.
19.2.2. The party delegating remains liable. Moreover, the last sentence of § 2-210(1)
states a very important rule in delegation: No delegation of performance relieves the party
delegating of any duty to perform or any liability for breach. In other words, by delegating
its duty to Steelco, Seller does not step out of the picture. Seller remains liable for
Steelco’s performance and breach. The same is true for Buyer’s delegation of the duty to
pay. Buyer’s delegation to ABC Co. of the duty to pay Seller does not relieve Buyer of
the obligation to pay. In fact, it gives Seller two parties to whom it can look for payment.
19.2.3. Demand for Assurances. Additional protection is given to the obligee (the party to
whom performance is due) by § 2-210(6). Recall the demand for assurances under § 2-
609 discussed in connection with Anticipatory Repudiation in § 14.3. According to § 2-
210(6), if the delegation raises reasonable grounds for insecurity, then the obligee may
demand assurances from the delegatee (the party to whom the duty was delegated). In our
example, if Buyer was reasonably concerned about Steelco’s performance, it could
demand assurances from Steelco; if it did not get reasonable assurances, presumably it
could regard the delegation as ineffective.
Problem 19-1. A law student went into a bar and was approached by a derelict, who asked, “Will
you buy me a drink?” The law student replied, “Sure, if you agree to pay my student loans.” The
derelict said, “It’s a deal,” and the law student bought him a drink. Is the derelict liable to pay the
loans?
19.3 Assignment of rights. Read § 2-210(2). It supports assignment of rights except in two
situations:
unless otherwise agreed (and as we will see, that exception is subject to a major
exception)
unless the assignment would materially change the duty of the other party or
increase the burden on him or impair materially his chance of obtaining return
performance.
Normally it does not matter to an obligor to whom it tenders the goods. Especially in a shipment
contract (recall from § 10.1 that this requires the seller to deliver the goods to a carrier rather than
to a particular destination); it does not materially change the duty of the seller to ship the goods
to A rather than to B.
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