355.2-210 Delegation of performance -- Assignment of rights.
(1)
(2)
(3)
(4)
(5)
(6)
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.
Except as otherwise provided in KRS 355.9-406, 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.
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 (2) of this section 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.
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.
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.
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 (KRS 355.2-609).
Effective: July 1, 2001
History: Amended 2000 Ky. Acts ch. 408, sec. 159, effective July 1, 2001. -- Created
1958 Ky. Acts ch. 77, sec. 2-210, effective July 1, 1960.
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