⚡ 10-Second Rule
You can usually get someone else to do your contract job, but you're still on the hook if they mess it up.
🧒 ELI-10 Scene
Sam has a paper route. Every customer expects a newspaper on the porch by seven. Sam gets the flu, so his cousin Rico covers the route. That's fine — anyone can toss a paper on a porch. But if Rico skips Mrs. Alvarez's house, she calls Sam, not Rico. Sam took the job; Sam stays responsible. Now imagine a different job: Mrs. Alvarez hired Sam to paint her portrait because she loves how Sam paints. Sam can't send Rico with a brush. She picked Sam's hands, not just any hands.
⚖️ Actual Rule
Contract duties are generally delegable. Under UCC § 2-210(1), "A party may perform his duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having his original promisor perform or control the acts required by the contract." Duties involving personal skill, judgment, or a relationship of special trust are nondelegable, and delegation may also be barred by agreement (Restatement (Second) of Contracts § 318, paraphrased). Delegation never releases the delegator: UCC § 2-210(1) adds, "No delegation of performance relieves the party delegating of any duty to perform or any liability for breach." Only a novation — the obligee's agreement to substitute the delegatee and release the delegator — discharges the delegator. If the delegatee assumes the duty by promising the delegator to perform it, the obligee may sue the delegatee directly as an intended beneficiary of that assumption (Restatement (Second) of Contracts § 328, paraphrased). Under UCC § 2-210(4), an assignment of "the contract" or of "all my rights under the contract," absent contrary indication, is both an assignment of rights and a delegation of duties, and the assignee's acceptance constitutes a promise to perform those duties — a promise enforceable by either the assignor or the other original party.
ELI-10 translation: handing off the work is usually fine, but the promise stays stuck to you.
🔍 Ask These Questions
- Is this a transfer of a duty, not a right? (Is someone passing off work to do, not money to collect?)
- Is the duty delegable? (Would any careful worker do — or did they pick this exact person's talent or trustworthiness?)
- Does the contract forbid delegation? (Did the parties agree the job can't be handed off?)
- Did the delegatee assume the duty? (Did the new worker promise to do the job, or just show up sometimes?)
- Who can the obligee sue? (The original promisor always; the new worker too, if the new worker promised to perform.)
- Was there a novation? (Did the customer clearly agree to swap workers and let the first one go? Only that frees the delegator.)
⚠️ Bar Trap
Exam language: The fact pattern recites that a party "assigned the contract" to a third party, and the obligee later sues the original promisor for the assignee's defective performance. The bait answer asserts that the assignment transferred the duties and thereby released the assignor. Delegation — even a valid one packaged inside an assignment of the whole contract, and even where the obligee knowingly accepts the delegatee's performance — does not discharge the delegator absent a novation.
ELI-10: Handing off the job doesn't hand off the blame. Watching the new worker do the job doesn't either. Only the customer saying "I release you and take the new person instead" cuts the first worker loose.
🧪 Question
A landscaping company contracted with a homeowner to mow her two-acre lawn weekly for one year for $200 per month, standard riding-mower work requiring no special expertise. Six months in, the landscaping company sold its business to a lawn-care startup under an agreement stating that the company "assigns the contract with the homeowner" to the startup, and the startup accepted. The homeowner, informed of the sale, said nothing and paid the startup for the next two months while it mowed. The startup then abandoned the route, and the lawn went uncut for six weeks. The homeowner has sued the landscaping company for breach.
Is the landscaping company liable?
(A) No, because the assignment of the contract transferred the company's duties to the startup. (B) No, because the homeowner accepted the startup's performance and paid it directly. (C) Yes, but only if mowing the lawn was a nondelegable duty. (D) Yes, because delegation of its duties did not relieve the company of liability for breach.
Answer: (D). Routine mowing is delegable, so the delegation was valid — but a delegator remains liable on the original contract unless the obligee agrees to a novation. The homeowner's silence and acceptance of the startup's performance show acquiescence in the delegation, not an agreement to release the company.
💡 Why the Wrong Answers Are Wrong
- (A) repeats the classic trap: an assignment of "the contract" delegates duties to the assignee but never strips liability from the delegator without a novation.
- (B) mistakes acceptance of the delegatee's performance for a novation; taking the substitute's work is not a promise to release the original promisor.
- (C) gets the doctrine backwards — delegability determines whether the startup could perform at all, not whether the company stays liable; the delegator is liable either way.
- ELI-10: The misconception is thinking the job and the blame travel together. The job can move; the blame stays until the customer clearly lets go.
