Assignment of rights and delegation of duties under the UCC - Next Generation Bar Exam

1. Under UCC 2-210, which rights may be assigned despite an agreement prohibiting assignment?

   The right to damages for breach of the whole contract, or a right arising from the assignor's full performance. Once the assignor has fully performed, the other party has no remaining interest in who receives payment.

2. Under UCC 2-210, what may the other party do if a delegatee fails to give adequate assurance after a justified demand?

   Treat the failure as a repudiation. The assurance mechanism of UCC 2-609 governs the demand made on a delegatee.

3. Under UCC 2-210, what may the other party demand from an assignee to whom performance has been delegated?

   Adequate assurance of performance. The delegation is treated as creating reasonable grounds for insecurity, without prejudice to rights against the assignor.

4. Under UCC 2-210, when is a right under a sales contract not assignable even without a contractual prohibition?

   When it would materially change the other party's duty, increase its burden or risk, or impair its return performance. This mirrors the common-law limit on assigning rights that alter the obligor's position.

5. Under UCC 2-210, what obligation does a party retain after delegating its performance?

   It remains liable for performance and for any breach. Only a novation agreed to by the other party releases the delegating party.

6. Under UCC Article 9, what is the effect of a contract term that prohibits assigning a right to payment for goods sold?

   The term is ineffective to prevent the assignment. Article 9 protects the free transfer of accounts, overriding contrary contract terms.

7. How does the UCC construe an assignment of 'the contract' or of 'all my rights under the contract'?

   As an assignment of rights and a delegation of duties, which the assignee accepts by accepting the assignment. This construction applies unless the language or circumstances indicate otherwise.

8. Under UCC 2-210, when may a party to a sales contract delegate its performance?

   Unless otherwise agreed or the other party has a substantial interest in performance by the original promisor. Most performances in the sale of standardized goods are delegable.

9. A seller of standard steel bolts delegates delivery to another manufacturer. What must the buyer show to object?

   A substantial interest in having the original seller perform. Absent such an interest, delegation of the duty to deliver fungible goods is permitted.

10. After receiving notice of an assignment of an account, how may the account debtor discharge its obligation?

    Only by paying the assignee. Payment to the assignor after notice does not discharge the debt.

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