|
|
|
|
MAIN PAGE
CONFERENCE
DRAFT
RESOURCES
ACKNOWLEDGEMENTS |
|
This is an unofficial draft of Article 2B from March 1998. For the current official version, see the University of Pennsylvania Law School (Official NCCUSL) site at http://www.law.upenn.edu/library/ulc/ulc.htm SECTION 2B-506. DELEGATION OF PERFORMANCE; SUBCONTRACT. (a) A party may perform its contractual duties through delegate or a subcontract unless (1) the contract prohibits delegation or subcontracting; or (2) transfer would be prohibited under 2B-503;(2) the other party has a substantial interest in having the original promissor perform or control the performance. (b) No delegation or subcontract of performance relieves the party delegating the performance of any duty to perform or of any liability for breach of contract. Committee Action: Reviewed in November, 1996, without substantial comment except that adjustments should be made to clarify that the section is subject to restrictions on transfer. Uniform Law Source: Section 2-210; Section 2A-303. Reporter's Notes: 1. Nature of Delegation. Delegation or subcontracting of performance refers to a party's ability to use a third party in making an affirmative performance dues under a contract. Compare "transfer" as described in notes to Section 2B-502. While the performance may be by the delegate, the original party remains bound by the contract and responsible for any breach.2. Effect of Contract. The ability to delegate is subject to contrary agreement. Thus, a contract that permits use of licensed information only by a named person or entity controls and precludes delegation. The result in such cases is determined by both the general principle that contract terms control and the more specific principle that the other party has, by the contract, expressed an interest limiting performance to the designated party.3. Delegation in the Absence of a Contract Restriction. In the absence of a contractual limitation, delegation can occur unless the other party has a substantial interest in having the original promissor perform or control the performance. Obviously, a party has a substantial interest in having the original party perform if the delegation triggers the restrictions outlined in 2B-502(a). On the other hand, this provision would not deny a right to delegate performance in a mass market transaction which can be transferred by the licensee.
|