§ 25-2-210. Delegation of performance; assignment of rights. - North Carolina Statutes

§25‑2‑210.  Delegation of performance; assignment of rights.

(1)        A party may performhis duty through a delegate unless otherwise agreed or unless the other partyhas a substantial interest in having his original promisor perform or controlthe acts required by the contract. No delegation of performance relieves theparty delegating of any duty to perform or any liability for breach.

(2)        Except as otherwiseprovided in G.S. 25‑9‑406, unless otherwise agreed, all rights ofeither seller or buyer can be assigned except where the assignment wouldmaterially change the duty of the other party, or increase materially theburden or risk imposed on him by his contract, or impair materially his chanceof obtaining return performance. A right to damages for breach of the wholecontract or a right arising out of the assignor's due performance of his entireobligation can be assigned despite agreement otherwise.

(3)        The creation,attachment, perfection, or enforcement of a security interest in the seller'sinterest under a contract is not a transfer that materially changes the duty ofor increases materially the burden or risk imposed on the buyer or impairsmaterially the buyer's chance of obtaining return performance within thepurview of subsection (2) of this section unless, and then only to the extentthat, enforcement actually results in a delegation of material performance ofthe seller. Even in that event, the creation, attachment, perfection, andenforcement of the security interest remain effective, but (i) the seller isliable to the buyer for damages caused by the delegation to the extent that thedamages could not reasonably be prevented by the buyer, and (ii) a court havingjurisdiction may grant other appropriate relief, including cancellation of thecontract for sale or an injunction against enforcement of the security interestor consummation of the enforcement.

(4)        Unless thecircumstances indicate the contrary, a prohibition of assignment of "thecontract" is to be construed as barring only the delegation to theassignee of the assignor's performance.

(5)        An assignment of"the contract" or of "all my rights under the contract" oran assignment in similar general terms is an assignment of rights and unlessthe language or the circumstances (as in an assignment for security) indicatethe contrary, it is a delegation of performance of the duties of the assignorand its acceptance by the assignee constitutes a promise by him to performthose duties. This promise is enforceable by either the assignor or the otherparty to the original contract.

(6)        The other party maytreat any assignment which delegates performance as creating reasonable groundsfor insecurity and may without prejudice to his rights against the assignordemand assurances from the assignee. (1965, c. 700, s. 1; 2000‑169,s. 9.)