California Commercial Code Section 2210

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(1) A party may perform his or her duty through a delegate
unless otherwise agreed or unless the other party has a substantial
interest in having his or her original promisor perform or control
the acts required by the contract.  No delegation of performance
relieves the party delegating of any duty to perform or any liability
for breach.
   (2) Except as otherwise provided in Section 9406, unless otherwise
agreed, all rights of either seller or buyer can be assigned except
where the assignment would materially change the duty of the other
party, or increase materially the burden or risk imposed on him or
her by his or her contract, or impair materially his or her 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 his or her entire obligation can be assigned despite
agreement otherwise.
   (3) The creation, attachment, perfection, or enforcement of a
security interest in the seller's interest under a contract is not a
transfer that materially changes the duty of, or increases materially
the burden or risk imposed on, the buyer or impairs materially the
buyer's chance of obtaining return performance within the purview of
subdivision (2) unless, and then only to the extent that, enforcement
actually results in a delegation of material performance of the
seller.  Even in that event, the creation, attachment, perfection,
and enforcement of the security interest remain effective, but (A)
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 (B) a court having jurisdiction may grant
other appropriate relief, including cancellation of the contract for
sale or an injunction against enforcement of the security interest
or consummation of the enforcement.
   (4) 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.
   (5) 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 a delegation of
performance of the duties of the assignor, and its acceptance by the
assignee constitutes a promise by him or her to perform those
duties.  This promise is enforceable by either the assignor or the
other party to the original contract.
   (6) The other party may treat any assignment which delegates
performance as creating reasonable grounds for insecurity and may,
without prejudice to his or her rights against the assignor, demand
assurances from the assignee (Section 2609).

Last modified: July 31, 2008