2006 New York Code - Delegation Of Performance; Assignment Of Rights

 
  Section 2--210. Delegation of Performance; Assignment of Rights.
    (1)  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.
    (2)  Except  as otherwise provided in Section 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.
    (3) 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.
    (4) 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.
    (5)  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).