Bar Exam (Next Generation) Quiz: Assignment Of Rights And Delegation Of Duties Under The Ucc

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Assignment Of Rights And Delegation Of Duties Under The UccQuestion 1 of 6

Artisan Glassworks, a sole proprietorship owned by Rosa Vega, contracted to sell Hotel Meridian a one-of-a-kind, 200-pound hand-blown glass chandelier "designed and created personally by Rosa Vega." The contract is silent about delegation. After Rosa designed the chandelier, she delegated the final assembly and finishing to her apprentice, Marco, giving him sole discretion over the technique. Rosa remained available by telephone but did not supervise or control the work. When Marco arrived with the finished chandelier, Hotel Meridian refused to accept it, insisting that Rosa personally perform the work.

The governing statute, UCC § 2-210(1), provides: "A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach."

May Hotel Meridian refuse to accept the chandelier?

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.

Yes, but only if Marco's finished chandelier fails to meet the contract specifications or is not of merchantable quality.

No, because the UCC favors free delegation of performance, and Rosa remained available by telephone to answer questions about the work.

No, because Rosa delegated only the manufacturing tasks, not the contract itself, so the personal-services limitation does not apply.

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Bar Exam (Next Generation) Quiz: Assignment Of Rights And Delegation Of Duties Under The Ucc

Practice Assignment Of Rights And Delegation Of Duties Under The Ucc in Bar Exam (Next Generation) with focused quiz questions that help you check what you know, review explanations, and build confidence with test-style prompts.

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This quiz focuses on Assignment Of Rights And Delegation Of Duties Under The Ucc, giving you a quick way to practice the rules, question types, and explanations that matter most for Bar Exam (Next Generation).

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Question 1

May Hotel Meridian refuse to accept the chandelier?

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. (correct answer)
Yes, but only if Marco's finished chandelier fails to meet the contract specifications or is not of merchantable quality.
No, because the UCC favors free delegation of performance, and Rosa remained available by telephone to answer questions about the work.
No, because Rosa delegated only the manufacturing tasks, not the contract itself, so the personal-services limitation does not apply.

Explanation: 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.

Question 2

Maple Grove Syrup Co. contracted to sell and deliver 1,000 gallons of maple syrup to Pancake House for $40,000. The contract states: "Maple Grove shall not assign this contract." Maple Grove later assigned to LendingTree Capital "all of Maple Grove's rights to payment under the contract" but remained obligated to deliver the syrup. When Maple Grove delivered the syrup, Pancake House refused to pay LendingTree, arguing that the assignment violated the contract.

The governing statute, UCC § 2-210, provides in relevant part: "(2) Unless otherwise agreed, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance. (3) Unless the circumstances indicate the contrary, a prohibition of assignment of 'the contract' is to be construed as barring only the delegation to the assignee of the assignor's performance."

Is LendingTree entitled to payment from Pancake House?

Yes, because the UCC declares all anti-assignment clauses in contracts for the sale of goods void as restraints on alienation, so the clause cannot be enforced.
No, because the clause prohibited assignment of the entire contract, and Maple Grove assigned a contractual right to LendingTree without Pancake House's consent.
No, because LendingTree did not assume Maple Grove's duty to deliver the syrup, so the purported assignment was incomplete and unenforceable against Pancake House.
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. (correct answer)

Explanation: 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.

Question 3

Precision Tool Co. agreed to sell 1,000 custom brackets to BuildRight Construction. The contract stated: "Neither party may assign this contract without the other party's written consent." Precision delivered all 1,000 brackets on time, and BuildRight accepted them. Precision later assigned its right to receive the $50,000 contract price to Metro Factors, and Metro demanded payment. BuildRight refused to pay Metro, relying on the no-assignment clause. Precision has not been paid.

Which of the following is the most significant legal issue raised by these facts?

Whether Precision's assignment to Metro was effective even though BuildRight never gave written consent. (correct answer)
Whether the no-assignment clause also prevented Precision from delegating its delivery obligations to Metro.
Whether Metro's status as a factor rather than a buyer of the brackets affects BuildRight's duty to pay.
Whether BuildRight's acceptance of the brackets operated as a waiver of the no-assignment clause.

Explanation: 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.

Question 4

Bramble Industries and Cobalt Retail entered into a contract under which Bramble agreed to sell and deliver 20,000 branded ceramic mugs to Cobalt's central warehouse. The contract states: "This agreement is personal to Bramble. Neither this agreement nor any right or duty under it may be assigned or delegated by Bramble without Cobalt's prior written consent." Bramble manufactured and delivered all 20,000 mugs on time, and Cobalt's payment obligation is now due. To obtain working capital, Bramble assigned to Northgate Bank "all of Bramble's rights under the contract to receive payment for the delivered mugs." Bramble notified Cobalt, and Northgate demanded payment. Cobalt refused, arguing that the assignment violated the anti-assignment clause.

The governing statute, UCC § 2-210(2), provides in relevant part: "Unless otherwise agreed, all rights of either seller or buyer can be assigned except where the assignment would materially change the duty of the other party, or increase materially the burden or risk imposed on him by his contract, or impair materially his chance of obtaining return performance. A right to damages for breach of the whole contract or a right arising out of the assignor's due performance of his entire obligation can be assigned despite agreement otherwise."

Who is correct as to Northgate's right to collect the payment?

Cobalt is correct, because the anti-assignment clause made the contract personal to Bramble, so Bramble could not assign any right without Cobalt's consent.
Northgate is correct, because all rights under a UCC sales contract are freely assignable regardless of the parties' agreement or the stage of performance.
Cobalt is correct, because Northgate did not assume Bramble's obligation to deliver the mugs, so the assignment was incomplete.
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. (correct answer)

Explanation: 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.

Question 5

Summit Electronics contracted to sell and deliver 500 customized tablet computers to Lakeview Schools. The contract was silent about assignment. Before delivery, Summit assigned "the contract" to Cascade Devices. Cascade sent Lakeview a written notice stating that it "assumes all of Summit's duties and will make delivery on the original schedule." Lakeview's purchasing manager replied by email: "Fine, we will expect delivery on the original schedule." Cascade delivered tablets that failed to meet the contract's specifications. Lakeview now seeks damages from Summit. Summit argues that it has no liability because the contract was assigned to Cascade and Lakeview consented.

The governing statute, UCC § 2-210, provides in relevant part: "(1) A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform or control the acts required by the contract. No delegation of performance relieves the party delegating of any duty to perform or any liability for breach. (4) An assignment of 'the contract' or of 'all my rights under the contract' or an assignment in similar general terms is an assignment of rights and unless the language or circumstances indicate the contrary, is a delegation of performance of the duties of the assignor. (5) An assignment delegates performance, the acceptance of a delegation constitutes a promise to perform, and the promise may be enforced by the assignor or by the other original party."

Is Summit liable to Lakeview for the nonconforming tablets?

No, because Lakeview's email accepting Cascade's assumption of duties created a novation substituting Cascade for Summit.
No, because Summit assigned the entire contract, so Cascade alone is liable on all duties, including the duty to deliver conforming goods.
Yes, because the assignment of "the contract" delegated Summit's duties, but a delegating party remains liable for breach unless a novation releases it. (correct answer)
Yes, but only if Cascade is insolvent or otherwise unable to satisfy a judgment, because Cascade is the primary obligor after the assignment.

Explanation: 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.

Question 6

Precision Fabrication contracted to sell and deliver 500 custom metal brackets to BuildRight Construction. Precision assigned "the contract" to Alloy Components. Alloy sent BuildRight a written acceptance stating, "We assume all duties under the Precision-BuildRight contract." BuildRight was willing to accept Alloy's performance. Before Alloy began performance, it decided the job was unprofitable and refused to perform. Precision completed the brackets itself at an additional cost of $25,000 and sought reimbursement from Alloy. Alloy argues that its promise ran only to BuildRight, not to Precision, and that Precision must seek relief against BuildRight.

The governing statute, UCC § 2-210(4) and (5), provides: "(4) An assignment of 'the contract' or of 'all my rights under the contract' or an assignment in similar general terms is an assignment of rights and unless the language or circumstances indicate the contrary, is a delegation of performance of the duties of the assignor. (5) An assignment delegates performance, the acceptance of a delegation constitutes a promise to perform, and the promise may be enforced by the assignor or by the other original party."

Can Precision recover the $25,000 from Alloy?

No, because Alloy never entered into a direct contract with Precision; its assumption was made only in connection with the assignment.
Yes, because Alloy accepted the delegation, and the resulting promise to perform is enforceable by Precision as the assignor. (correct answer)
No, because BuildRight was the intended beneficiary of Alloy's promise, and only BuildRight can enforce that promise.
Yes, but only if Precision first obtains a judgment against BuildRight and shows that BuildRight cannot pay.

Explanation: 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.