- Who is correct as to Northgate's right to collect the payment?
Answer: Northgate is correct, because Bramble's right to payment arose from its due performance of its entire obligation and is assignable despite the anti-assignment clause.
Whenever you see an anti-assignment clause in a UCC sales contract, separate rights from duties—and remember that UCC § 2-210(2) treats a fully performed seller differently from one who still owes performance. The key question is whether the right to payment has already matured through due performance.
Here, Bramble delivered all 20,000 mugs on time, so its only remaining interest was the right to payment. The statute expressly says that "a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise." Therefore the anti-assignment clause cannot block Northgate's collection, even though the contract said "personal to Bramble." Northgate is correct because Bramble's right to payment arose from its complete performance.
The first wrong answer—that the anti-assignment clause made the contract personal and blocked any assignment—ignores the statutory exception for fully performed sellers. The second wrong answer—that all UCC rights are freely assignable regardless of agreement—overstates the rule: parties can generally restrict assignment"by agreement," but the exception for due performance overrides such clauses. The third wrong answer—that the assignment was incomplete because Northgate did not assume Bramble's delivery obligation—confuses assigning rights with delegating duties; Northgate only needs the right to collect, not to perform Bramble's already discharged duties.
Remember the bar-exam pattern: if the assignor has already fully performed, an anti-assignment clause generally does not block assignment of the right to payment; if performance is still executory, the clause may be enforced to protect the obligor.
- Can Precision recover the $25,000 from Alloy?
Answer: Yes, because Alloy accepted the delegation, and the resulting promise to perform is enforceable by Precision as the assignor.
This question tests the distinction between an assignment of rights and a delegation of duties under UCC Article 2. Whenever you see "assignment of the contract," remember that general language does more than transfer rights—it also delegates the assignor's duties unless the parties clearly say otherwise.
Precision assigned "the contract" to Alloy, som Alloy accepted by writing: "We assume all duties under the Precision-BuildRight contract." Under UCC § 2-210(5), acceptance of a delegation creates a promise to perform, and that promise "may be enforced by the assignor or by the other original party." Alloy therefore did not merely owe performance to BuildRight; it owed Precision a contractual duty to perform. When Alloy refused, Precision had to complete the brackets itself and can recover the additional $25,000 directly from Alloy as damages for breach of that delegated performance. This is true even without a separate direct contract between Precision and Alloy, because the statute creates enforcement rights in the assignor.
Now the wrong answers: The choice saying Alloy never entered a direct contract misses that UCC § ș2-210 explicitly supplies enforcement rights without privity. The choice saying BuildRight ist der intended beneficiary and only BuildRight can enforce misreads the statute—the assignor is expressly given enforcement rights, so Alloy's promise is not enforceable only by BuildRight. And the choice saying Precision must first obtain judgment against BuildRight and show BuildRight cannot pay invents an exhaustion requirement; the assignee's promise is separate, direct, and immediately enforceable by the assignor.
Study takeaway: on bar exam, distinguish assignment of rights from delegation of duties. General assignment delegate duties too; once assignee accepts, both original party and assignor can enforce the assignee's promise. No privity or exhaustion needed.
- Which of the following is the most significant legal issue raised by these facts?
Answer: Whether Precision's assignment to Metro was effective even though BuildRight never gave written consent.
Whenever you see a no-assignment clause, separate assignment of rights from delegation of duties. This contract forbade assigning "this contract" without written consent, but Precision had already fully performed by delivering the accepted brackets. It then assigned only its right to receive payment, not its obligations. Under UCC §2-210 and common-law rules, a clause prohibiting assignment of "the contract" is construed to bar delegation of duties, not assignment of the right to payment arising from complete performance. Therefore, Precision's assignment to Metro was effective even though BuildRight never gave written consent, and that is the central issue here. Metro can demand payment.
The idea that the no-assignment clause also prevented delegating delivery obligations to Metro is a trap: no delegation occurred because delivery was already completed. Metro's status as a factor rather than a buyer is irrelevant; a factor is simply an assignee of accounts, and the assignee steps into Precision's rights without changing BuildRight's duty. BuildRight's acceptance of the brackets did not operate as a waiver of the no-assignment clause, because acceptance concerns whether the goods conformed, and no waiver was needed—the clause did not block this assignment.
On bar-exam contract questions, remember: after full performance, an assignment of the right to payment is generally effective despite an anti-assignment clause. Always distinguish assigning rights from delegating duties before choosing your answer.
- Is LendingTree entitled to payment from Pancake House?
Answer: Yes, because the clause barred only delegation of Maple Grove's duty to deliver, not assignment of its right to payment, and payment to LendingTree does not materially change Pancake House's duty.
The key to this question is the UCC's narrow reading of anti-assignment clauses in sales contracts. Under § 2-210(3), when a contract prohibits assignment of "the contract," that clause is presumed to bar only delegation of the assignor's duties—not assignment of the assignor's rights to payment. Here, Maple Grove assigned only its right to payment from Pancake House and remained obligated to deliver the syrup, so no delegation occurred. Payment to LendingTree instead of Maple Grove changes neither Pancake House's duty to pay nor the amount of risk or burden it faces. Under § 2-210(2, that right to payment was assignable unless the assignment materially changed Pancake House's duty or increased its burden or risk—and it did not.
Choice A misreads the statute: the UCC does not declare all anti-assignment clauses void; it gives them limited effect, especially distinguishing assignment of rights from delegation of duties. Choice B incorrectly treats the clause as barring assignment of Maple Grove's payment right; but the clause used the words "this contract," which UCC § 2-210(3) construes as barring only delegation, not assignment of the right to payment. Choice C confuses assignment of rights with assumption of duties: LendingTree did not need to assume Maple Grove's delivery duty to receive the payment right, and Maple Grove remained liable on that duty if it failed to perform. Therefore, LendingTree is entitled to payment under the assignment.
Whenever you see an anti-assignment clause in a sales-of-goods contract, first ask whether the clause targets "the contract" or "the right to payment." If it says "the contract," remember the UCC's default: it blocks delegation of performance, not assignment of money rights, unless circumstances show a contrary intent.
- May Hotel Meridian refuse to accept the chandelier?
Answer: Yes, because the contract expressly required Rosa's personal creation, and Hotel Meridian therefore had a substantial interest in having Rosa perform or control the work.
When a question involves UCC § 2-210(1), start by asking whether the contract shows the obligee had a substantial interest in personal performance. Generally, duties may be delegated, but that presumption disappears if the contract says otherwise or if the promisee's expectations are tied to the original promisor's skill.
Here, the contract expressly said Rosa personally designed and created the chandelier. That language gave Hotel Meridian a substantial interest in Rosa's own performance or control. Rosa then delegated final assembly and finishing to Marco, giving him sole discretion over technique and not supervising the work. That was not Rosa performing or controlling the acts required. So Hotel Meridian may refuse the chandelier.
The answer that says refusal is allowed only if Marco's chandelier fails specifications or merchantability is wrong: the hotel's right to insist on personal performance exists independently of quality. Even a flawless chandelier made by someone else would not satisfy this contract.
The answer that says the UCC favors delegation and Rosa's telephone availability is enough is also wrong. Her availability did not amount to performance or control; Marco had sole discretion, so the exception for substantial interest applies.
Finally, the answer that says Rosa delegated only manufacturing tasks, not the contract, misses the point. Delegating final assembly and finishing under a "personally created" contract is delegating the very performance Hotel Meridian bargained for.
Study tip: when you see "personally," "by," or other language emphasizing a specific individual's work, treat the delegation exception as triggered — the promisee's substantial interest is usually the key.
- Is Summit liable to Lakeview for the nonconforming tablets?
Answer: Yes, because the assignment of "the contract" delegated Summit's duties, but a delegating party remains liable for breach unless a novation releases it.
Whenever you see an assignment of "the contract" under UCC § 2-210, remember that a general assignment does two things at once: it assigns rights and delegates duties. Critically, delegation does not transfer liability away from the delegating party. The statute expressly says: "No delegation of performance relieves the party delegating of any duty to perform or any liability for breach."
Summit assigned "the contract" to Cascade, so Cascade's tender was a delegated performance. Lakeview's email—"Fine, we will expect delivery"—was consent to that delegation and made Cascade's assumed duty enforceable against Cascade. But it was not a novation. A novation occurs only when all parties intend to substitute Cascade for Summit and release Summit from liability. Nothing in Lakeview's email releases Summit; it just acknowledges the schedule. Therefore Summit remains liable to Lakeview for the nonconforming tablets.
The "No" choices fail for the same core reason: assignment never extinguishes the assignor's liability without a novation. The choice saying Lakeview's email "created a novation" misreads an ordinary consent email as a discharge agreement. The choice saying Summit assigned "the entire contract, so Cascade alone is liable" ignores the statute's explicit rule that delegation does not relieve the delegating party. The choice saying Summit is liable "only if Cascade is insolvent" wrongly demotes Summit to a backup guarantor; Summit remains a party to the contract, not merely a fallback.
Study tip: when you see assignment/delegation, ask yourself one question—was there a novation? Consent to a delegate's performance is not consent to release the original promisor. A general assignment transfers rights and delegates duties, but it does not erase the delegating party's obligation.
