Page 65 Flashcards
What is a delegation?
Appointment of another to perform one’s duties on your behalf. The delegating party stays liable for performance unless there is a novation.
Who is liable to the obligor in a delegation?
Both the delegating party and the delegee
If a duty is personal, can it be delegated?
Only with the approval of the party the duty is owed to. If the contract or the law prohibits delegations, it is for personal service, or it would materially change the obligations of the parties, you can’t delegate the duty.
If a duty is deligable, what must the obligee do?
Accept the delegee’s performance
In a delegation, the delegator always stays a surety for whose performance?
Delegee’s
Who are the major players in a delegation?
- obligee: person who gets the performance that is delegated
- obligor: person that performs
- delegator: person that was originally obligated to perform
- delegee: person that assumed the obligation to perform the duty
What are the elements of a delegation?
- was it effective?
- are there limitations?
- what are the rights of the parties after delegation?
- has there been a novation?
What are the three elements that must be met to make a delegation effective?
- must sufficiently identify the duties to be performed
- must have a present intention to transfer the duties
- delegatee must promise the original obligor that he will perform the duties delegated
If an obligor accepts the promise of a deligator to perform, what is happening?
The acceptance is thought of as an implied promise to perform
Under the UCC if a delegatee doesn’t make an express rejection after being notified of a delegation, what is assumed?
That he has promised to perform the delegated duties
What are examples of duties that are delegable?
Construction contracts, mechanical skills, duty to deliver goods, duty to pay money, service contracts for strictly mechanical activities (like chopping wood or painting a house - anything that can be tested by an objective standard)
Will prohibitions against delegation be enforced?
Yes, if they are sufficiently clear. Any attempt at a delegation when the contract prohibits it makes the delegation attempt to void
If the contract doesn’t specifically prohibit the delegation of duties, when else are they prohibited?
If the obligee has a substantial interest in the personal performance of the original obligor, like in a personal services contract depending on taste/skill/reputation
Does an attempted delegation that was ineffective mean a breach of contract?
No, because the promisee can just ignore the delegation and demand the original obligor to perform the original contract
What are all the situations when duties are not delegable?
If performance would vary materially from performance by the obligor, when the duties are of a close personal relationship, when the party has promised to use good faith or best efforts, if the person lacks capacity/experience to complete the task in a satisfactory way, etc. Any of these kinds of performances can’t be delegated without the obligee’s consent
