1. Assignment, Delegation & Breach of Contract
Business & Personal Law
Gary Nelson

2. Assignment Transfer of rights under a contract
Assignor – person who transfers the rights
Assignee – person to whom the rights are transferred
Should be in writing
No consideration required

3. What rights are assignable?
When the assignment does not change the nature of the obligation, it is assignable.
Assignee only take the rights the assignor had, subject to all defenses.

4. Delegation Transfer of duties under a contract
Delegation does not alter the responsibility of the original party to perform the duty, or see that it is done.
No delegation where:
Personal service
Personal skill or judgment involved
Contract prohibits delegation

5. Novation Original party to a contract is replaced by a new party
Requires the consent of the other parties

6. Third Party Beneficiaries
Ordinarily one must be in “privity of contract” to sue.
If the contract was made to benefit a 3rd party, however, the 3rd party may sue for breach.

7. Breach of Contract
Failure to do what you have undertaken to do in a contract.

8. Anticipatory Breach
When one party notifies the other party of her intent to breach the contract.
Goal is to prevent damages from being as high as they otherwise might be.

9. Remedies for Breach Acceptance Sue for damages
When no damages
Lawsuit would result in only “nominal” damages ($1)
Sue for damages
Sue for specific performance

10. Types of Damages Actual Incidental Money lost due to breach
Consequential
Monetary lose as a consequence of the breach, but not directly resulting from it.
Incidental
Reasonable expenses incidental to the breach

11. Liquidated Damages
Parties agree in advance as to what the damages will be and write this into the contract.

12. Specific Performance
Court orders the party in breach to perform as agreed.
This is only done when damages will not compensate for the harm done.
Unique items – such as pieces of real estate

13. Mitigation of Damages
Party committing breach must do everything possible to minimize the amount of the damages.