Assignment and Delegation in Contract Law

Assignment and delegation are terms that have specific meanings in U.S. contract law. I am basing this post on a Quora answer that I wrote recently. Please see What are assignment and delegation in contract law?

In contract law, “assignment” can have a narrower meaning and a broader meaning. To start, I will discuss the narrower meaning.

Assignment and Delegation as Opposites

The terms “assignment” and “delegation” are opposite sides of the same coin.

“Assignment” refers to transferring some or all of one’s rights under an agreement to someone else. Example: I assigned my right to receive payments under the contract to my mother.

“Delegation” refers to transferring some or all of one’s obligations under an agreement to someone else. Example: I delegated my performance obligations under the contract to a subcontractor.

Assignment as a Broader Term

The broader meaning of “assignment” is to transfer an entire contract, including all rights and obligations, to someone else. Example: Once our company was purchased, all customer contracts were assigned to the acquirer.

For an idea of how assignment and delegation are defined and treated in contracts among merchants, see Section 2-210 of the Uniform Commercial Code.

Check out all posts about assignment.

This is part of Dana Shultz’s Canonical Questions on the Law™ series of questions and answers about legal issues, concepts and terminology.

Dana H. Shultz, Attorney at Law +1 510-547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.