Contracts: Third Party Problems: Delegation of Duties

• Delegation of Duties – where a person transfers his burdens under a contract.

• General rule: contractual duties may be delegated without the consent of the person to whom performance is owed (the “obligee”)

• Exceptions:

• Contract language controls
• If the contract languages prohibits delegation, the duty could not be delegated. If delegation occurs, it would be a breach.
• If the contract prohibits assignment, then delegation is not allowed, either.

• Duties involving special skill or reputation cannot be delegated.

• The delegating party remains liable to the obligee (compare with Novation).

• The delegate is also liable to the obligee if the delegate received consideration.