Assignment of rights and delegation of duties - Next Generation Bar Exam

1. When does an obligor's payment to the assignor discharge the obligor's duty to the assignee?

   When the obligor pays before receiving notice of the assignment. After notice, the obligor must pay the assignee or risk paying twice.

2. Which three categories of contract rights generally cannot be assigned at common law?

   Rights whose transfer materially changes the obligor's duty or risk, those barred by law, and those validly barred by contract.

3. What is required to make an effective assignment of a contract right?

   A present manifestation of intent to transfer the right to the assignee. No particular words and no consideration are required, though a gratuitous assignment is revocable.

4. What is the effect of a clause stating that any assignment of rights is 'void'?

   It removes the power to assign, so an attempted assignment is ineffective. A clause that merely prohibits assignment usually leaves the power intact and gives only a claim for breach.

5. When does a delegatee become personally liable to the obligee?

   When the delegatee assumes the duty by promising, for consideration, to perform it. The obligee is then an intended beneficiary of the assumption and may sue the delegatee.

6. What liability does a delegating party retain after delegating a duty?

   It remains liable for performance unless the obligee agrees to a novation. Delegation adds a person to perform; it does not release the original obligor.

7. Which defenses may an obligor assert against an assignee?

   All defenses arising from the contract, and others that arose before the obligor received notice of the assignment. The assignee stands in the assignor's shoes and takes the right subject to those defenses.

8. Which contractual duties may not be delegated?

   Duties involving personal skill, judgment, or trust, and duties the contract forbids delegating. Where the obligee has a substantial interest in performance by the original obligor, delegation is ineffective.

9. Until when is a gratuitous assignment revocable?

   Until the obligor performs, the assignee obtains a judgment or a writing or token, or the assignee foreseeably relies. Death or a later assignment by the assignor revokes an assignment that is still revocable.

10. Under the prevailing rule, what does a clause prohibiting assignment of 'the contract' bar?

    Only the delegation of duties, not the assignment of rights. Courts construe such clauses narrowly unless the language or circumstances show a broader intent.

11. Under the American majority rule, which of two successive assignees of the same right generally prevails?

    The first assignee in time. A later assignee for value without notice prevails only by first obtaining payment, a judgment, a novation, or a symbolic writing.

12. A renowned portrait artist delegates a commissioned portrait to a student. On what ground may the client refuse the student's performance?

    The duty involves personal skill, so it is not delegable without consent. The client bargained for the particular artist's talent and has a substantial interest in personal performance.

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