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BSL212 Chapter 16 Study Guide

by: taylor Notetaker

BSL212 Chapter 16 Study Guide BSL212

Marketplace > University of Miami > General > BSL212 > BSL212 Chapter 16 Study Guide
taylor Notetaker
GPA 3.4
Intro to Business Law

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BSL212 Chapter 16 Study Guide
Intro to Business Law
Study Guide
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This 4 page Study Guide was uploaded by taylor Notetaker on Wednesday March 11, 2015. The Study Guide belongs to BSL212 at University of Miami taught by in Spring2015. Since its upload, it has received 67 views. For similar materials see Intro to Business Law in General at University of Miami.


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Date Created: 03/11/15
BSL212 111313 Chapter 16 Third Parties to Contracts Assignment of Rights 0 a person who owes a duty under a contract 0 a person to whom a contractual duty is owed the voluntary transfer to a third party of the rights arising from the contract 0 O O the party making an assignment the party to whom the contract rights are assigned the party owing a duty to the assignor under the original contract 0 an effective assignment terminates the assignor39s right to receive performance by the obligor after an assignment only the assignee has a right to the obligor39s performance include intent but not consideration Restatement de nes an assignment of a right as a manifestation of the assignor39s intention to transfer the right so that the assignor39s right to the performance of the obligor is extinguished either in whole or in part and the assignee acquires a right to such performance 0 no special form or particular words are necessary to create an assignment 0 any words that fairly indicate an intention to make the assignee the owner of the right are sufficient unless otherwise provided by statute an assignment may be oral UCC imposes a writing requirement on all assignments beyond 5000 0 2003 Revision to Article 1 has deleted this requirement 0 Article 9 requires certain assignments to be in writing consideration is not required for an effective assignment gratuitous assignments are valid and enforceable 0 when assignment is gratuitous the assignee s assent is not always required any assignee who has not assented to an assignment may however disclaim the assignment within a reasonable time after learning of its existence and terms 0 by giving value or consideration for the assignment the assignee indicates his assent to the assignment as part of the bargainedfor exchange when the assignee gives consideration the assignor may not revoke the assignment without the assignee s consent when assignee gives consideration in exchange for an assignment a contract exists between assignor and assignee o assignor may not revoke assignment without the assignee s assent gratuitous assignment is revocable by assignor and is terminated by assignor39s death incapacity or subsequent assignment of the right unless assignor has made an effective delivery of the assignment to the assignee 0 such delivery can be accomplished by transferring a deed or other document evidencing the right such as a stock certi cate or savings passbook delivery may also consist of physically delivering a signed written assignment of the contract right also made irrevocable if before the attempted revocation the doneeassignee receives payment of the claim from the obligor obtains a judgment against the obligor or obtains a new contract with the obligor a transfer of a portion of the contractual rights to one or more assignees obligor may require all the parties entitled to the promised performance to litigate the matter in one action thus ensuring that all parties are present and avoiding the undue hardship of multiple lawsuits 0 rights that are assignable most contract rights including rights under an option contract are assignable most common contractual right that may be assigned is the right to the payment of money a contract right to other property such as land or goods is likewise assignable 0 rights that are not assignable some contract rights are not assignable in order to protect the obligor or the public interest these include 0 an assignment is ineffective if performance by the obligor to the assignee would differ materially from the obligor39s performance to the assignor if the assignment would signi cantly change the nature or extent of the obligor39s duty the right to receive monthly payments under a contract may be assigned for mailing the check to the assignee costs no more than mailing it to the assignor if a contract explicitly provides that it may be assigned then rights under it are assignable even if O O O O O the assignment would change the duty risk or burden of performance on the obligor when the rights under a contract are highly personal in that they are limited to the person of the obligee such rights are not assignable ex marriage scholarship professional job though contract terms prohibiting assignment of rights under the contract are strictly construed most courts interpret a general prohibition against assignments as a mere promise not to assign as a consequence the general prohibition if violated gives the obligor a right to damages for breach of the terms forbidding assignment but does not render the assignment ineffective Restatement provides that unless circumstances indicate the contrary a contract term prohibiting assignment of the contract bars only the delegation to the assignee delegate of the assignor39s delegator39s duty of performance not the assignment of rights Article 2 of the Code provides that a right to damages for breach of the whole contract or a right arising out of the assignor39s due performance of his entire obligation can be assigned despite a contractual provision to the contrary also provides that unless circumstances indicate the contrary a contract term prohibiting assignment of the contract bars only the delegation to the assignee delegatee of the assignor39s delegator39s duty of performance not the assignment of rights Article 9 of the Code makes ineffective any term in a contract prohibiting the assignment of a security interest arising out of a sale of any right to payment for goods sold or leased or for services rendered various federal and state statutes as well as public policy prohibit or regulate the assignment of certain types of contract rights ex assignments of future wages are subject to such statutes some of which prohibit these assignments altogether whereas others require the assignments to be in writing and subject them to certain restrictions 0 an assignment that violates public policy will be unenforceable even in the absence of a prohibiting statute an assignee quotstands in the shoesquot of the assignor o acquires rights of the assignor but no new or additional rights and she takes with the assigned rights all of the defenses defects and in rmities to which they would be subject in an action against the obigor by the assignor a transfer to a third party of a contractual obligation the party delegating his duty to a third party the third party to whom the delegator39s duty is delegated the party to whom a duty of performance is owed by the deegator and delegatee


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