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.