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Definition
| party making an assignment |
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Term
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Definition
| party to whom contract rights are assigned |
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| party owing a duty to the assignor under the original contract |
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Definition
| party to whom a duty of performance is owed under a contract |
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Term
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Definition
party delegating his duty to a third party |
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Term
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Definition
| third party to whom the delegator’s duty is delegated |
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Term
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Definition
party to whom a duty of performance is owed by the delegator and delagatee |
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| The UCC imposes a writing requirement on all assignments of over |
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Term
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Definition
| third party whom the two parties to the contract have no intention of benefiting by their contract and who acquires no rights under the contract. No rights to enforce the contract. |
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Term
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Definition
third parties intended by the two contracting parties to receive a benefit from their contract. Has rights to enforce third-party contracts.
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| a third party intended to receive a benefit from the contract as a gift |
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Term
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Definition
a third person intended to receive a benefit from the agreement to satisfy a legal duty owed to her |
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Term
| Rights of Intended Beneficiaries |
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Definition
| an intended donee beneficiary may enforce the contract against the promisor; an intended creditor beneficiary may enforce the contract against either or both the promisor and the promisee |
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Term
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Definition
| if the beneficiary’s rights vest, the promisor and promisee may not thereafter vary or discharge these vested rights |
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| Defenses Against Beneficiary |
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Definition
| in an action by the intended beneficiary of a third-party contract to enforce the promise, the promisor may assert any defense that would be available to her if the action had been brought by the promisee |
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Term
| Delivery of an assignment consists of: |
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Definition
-Physically delivering a signed, written assignment of the contract -Transfer of a document evidencing the assignment, such as a stock certificate, deed, or savings passbook. |
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Term
| The requirements for an effective assignment: |
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Definition
a. The assignment must be voluntary.
b. Consideration is not required.
c. There must be an intention to make the assignee the owner of the right.
d. The assignment may be either oral or written. |
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Term
Contractual duties that cannot be delegated are
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Definition
• duties that are personal • duties that are expressly nondelegable • duties whose delegation is prohibited by statute or public policy |
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Term
| most contract rights are assignable, except |
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Definition
• assignments that materially increase the duty, risk, or burden upon the obligor • assignments of personal rights • assignments expressly forbidden by the contract • assignments prohibited by law |
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Term
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Definition
| obligation imposed by law upon the assignor of a contract right |
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Term
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Definition
| explicitly made contractual promise regarding contract rights transferred |
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Term
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Definition
| the majority rule is that the first assignee in point of time prevails over later assignees; minority rule is that the first assignee to notify the obligor prevails |
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Term
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Definition
| contract to which the obligee is a party, substituting a new promisor for an existing promisor, who is consequently no longer liable on the original contract and is not liable as a delegator |
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