2010 Pennsylvania Code
Title 13 - COMMERCIAL CODE
Chapter 22 - Form, Formation and Readjustment of Contract
2210 - Delegation of performance; assignment of rights.

     § 2210.  Delegation of performance; assignment of rights.
        (a)  Delegation of performance.--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)  Assignment of rights.--Except as otherwise provided in
     section 9406 (relating to discharge of account debtor;
     notification of assignment; identification and proof of
     assignment; restrictions on assignment of accounts, chattel
     paper, payment intangibles and promissory notes ineffective),
     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, 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 due performance by the assignor of his entire obligation
     can be assigned despite agreement otherwise.
        (c)  Effect of security interest.--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:
            (1)  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
            (2)  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)  Assignment prohibition limited to performance.--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 performance of the
     assignor.
        (e)  Effect and enforceability of general assignment.--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)  Security for assignment delegating performance.--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 2609).
     (June 8, 2001, P.L.123, No.18, eff. July 1, 2001)

        2001 Amendment.  Act 18 amended subsec. (b), relettered
     subsec. (c) to subsec. (d), subsec. (d) to subsec. (e) and
     subsec. (e) to subsec. (f) and added a new subsec. (c).