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Delegation of duties clause

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Overview Edit

The transfer of duties from one party to another is a delegation of duties. When a duty is delegated, the delegator remains liable to the obligee (the person to whom the duty is owed). The delegatee is also liable to the obligee to render performance. Thus, when a duty is delegated, both the delegator and the delegatee are liable to the obligee for the performance due under the contract.

Just as there are nonassignable rights, there are nondelegable duties. These nondelegable duties are duties which relate to personal services or to the exercise of personal skill or discretion, or are such that the obligee has a substantial interest in having the original promisor perform or supervise performance.

Anti-delegation provisions are authorized by both the Restatement of Contracts[1] and the Uniform Commercial Code.[2]

Sample clause Edit

None of the duties, responsibilities or conditions of either party to this Agreement may be delegated or subcontracted except as explicitly stated in this Agreement, unless there is an express authorization in writing signed by the party to whom the duty is owed.

References Edit

  1. Restatement (Second) of Contracts §318(2) (1981).
  2. U.C.C. §2-210(1) (1979).

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