Texas Business & Commerce Code - Section 2.210. Delegation Of Performance; Assignment Of Rights

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§ 2.210. DELEGATION OF PERFORMANCE;  ASSIGNMENT OF 
RIGHTS.  (a) A party may perform his duty through a delegate unless 
otherwise agreed or unless the other party has a substantial 
interest in having his 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.
	(b)  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 by his contract, or impair materially 
his 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 entire obligation can be assigned 
despite agreement otherwise.
	(c)  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 Subsection (b) 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 (i) 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 (ii) 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.
	(d)  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.
	(e)  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 to perform 
those duties.  This promise is enforceable by either the assignor or 
the other party to the original contract.
	(f)  The other party may treat any assignment which delegates 
performance as creating reasonable grounds for insecurity and may 
without prejudice to his rights against the assignor demand 
assurances from the assignee (Section 2.609).

Acts 1967, 60th Leg., p. 2343, ch. 785, § 1, eff. Sept. 1, 1967.  
Amended by Acts 1999, 76th Leg., ch. 414, § 2.15, eff. July 1, 
2001.

Last modified: August 10, 2007