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title: 28 Week Contracts Slides
tags: [' Law School', ' PCL', Slides]

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title: 28 Week Contracts Slides
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image: https://i.imgur.com/PWOPZbH.png
tags: Slides, PCL, Law School
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# PCL 1L Contracts
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[@peoplescollolaw](https://twitter.com/peoplescollolaw)

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## Assignment and Delegation

In contrast to third party rights, which are defined in the contract, assignments and delegations occur after a contract is formed.

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## A party…

Assigns rights — *performance owed to the assigning party*

Delegates duties — *performance due by the delegating party*

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## Assignment

An assignment is a present transfer of rights under a contract.

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## Concepts

Promisor and Promisee

----

Promisor and Promisee

↕️ 

Obligor and Assignor

Assignor ➡️ Assignee

----

![assignment](https://i.imgur.com/AJ6Taa8.png)

----

Obligor and Assignee

are now

Promisor and Promisee

----

### Novation?

This is different than a novation in that novation requires agreement by all parties 

(*see* full rule *barbi* VI.E.8).

Here, the obligor is not part of the agreement to transfer rights from assignor to assignee.

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#### **General Rule:** all contracts are assignable.

Exceptions:

- <span>substantially change obligor's duty, increase their risk, or reduce contract value<!-- .element: class="fragment" data-fragment-index="1" --></span>
- <span>doesn't disproportionally alter quantities in output or requirements contracts<!-- .element: class="fragment" data-fragment-index="2" --></span>
- <span>personal services requiring judgment, skill, or special trust<!-- .element: class="fragment" data-fragment-index="3" --></span>
- <span>contract expressly prohibits assignment<!-- .element: class="fragment" data-fragment-index="4" --></span>

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## Requirements

- an existing valid contract
- a promisee (assignor) making present words of assignment (assign, transfer, sell, convey, etc.)
    - no writing required except interest in land, wages, security interests
    - no consideration required

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## Revocation

Gratuitous assignments are always revocable:

- assignor dies or goes bankrupt
- assignor makes a subsequent assignment (to another assignee)
- assignor notifies obligor or assignee of revocation
- assignor takes direct performance from obligor

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## Irrevocable

The following are irrevocable assignments:

- assignments for value
    - for consideration
    - as security for or as payment for preexisting debt

----

## Irrevocable

The following are also irrevocable assignments:

- detrimental reliance on a gratuitous assignment
    - foreseeable reliance; **and** actual reliance (change of position)
- performance or payment tendered by obligor
- special evidence of the assignment (token chose or writing of same)

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## Party Rights and Liabilities

*Assignee v. Obligor*

- recover from the obligor directly
- obligor has same defenses as against assignor (assignee steps into shoes)
- payment by obligor to assignor prior to notice exempted

----

## Party Rights and Liabilities

*Assignor v. Obligor*

- assignor has no rights in the contract after an effective assignment

----

## Party Rights and Liabilities

*Assignee v. Assignor*

- gratuitous assignment, no recovery
- assignment for value subject to **implied warranties of assignment**, if breached allow recover for damages
	- right assigned exists
	- right assigned not subject to defenses
	- assignor will not impair of defeat value of the right

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## Multiple Successive Assignments

**gratuitous:** last assignment prevails, unless a previous assignment was made [irrevocable](#/8/1)

**value:** first assignee for consideration prevails, unless a later, good faith assignee obtains payment or judgement first, obtains a novation with obligor, or obtains evidence of ownership (e.g. a deed or other document)

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## Delegation

A delegation is a present transfer of duties under a contract.

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## Concepts

Promisor and Promisee

----

Promisor and Promisee

↕️ 

Delegator (Obligor) and Obligee

Delegator ➡️ Delegatee

----

![delegation](https://i.imgur.com/vW3tdfi.png)

----

Delegatee and Obligee

are now

Promisor and Promisee

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#### **General Rule:** all contracts are delegable.

Exceptions:

- <span>duties involving personal judgment, skill, or special trust<!-- .element: class="fragment" data-fragment-index="1" --></span>
- <span>materially changes obligee's expectancy of performance<!-- .element: class="fragment" data-fragment-index="2" --></span>
- <span>contract expressly prohibits delegation or assignment<!-- .element: class="fragment" data-fragment-index="3" --></span>

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## Requirements

- an existing valid contract
- a promisor (delegator) making present words of intent to delegate
    - no writing required

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## Party Rights and Liabilities

*Obligee*

- must accept duties from delagatee, unless those duties were nondelegable

----

## Party Rights and Liabilities

*Delagator*

- remains liable for duties under contract, but is secondarily liable 

----

## Party Rights and Liabilities

*Delagatee*

Was there a delegation, or a delegation plus an assumption of the duty?

- delegation creates power for another to perform for delegator
- assumption occurs when delagatee's promise is supported by consideration (third party)

----

## Novation?

See previous discussion on [novation](#/4/4) under assignment.

However, if an obligee expressly consents to the transfer of duties, it may be construed as a novation.

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## No Assignment Clauses

- <span>clause prohibiting assignment of "the contract" generally construed to bar delegation <!-- .element: class="fragment" data-fragment-index="1" --></span>
- <span>clause prohibiting assignment of rights provide obligor ground for suit, but assignment is still valid (power v. right) <!-- .element: class="fragment" data-fragment-index="2" --></span>
- <span>clause stating attempts to assign with be **VOID** render void (power v. right) <!-- .element: class="fragment" data-fragment-index="3" --></span>

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## Prior FYLSX

#### Assignment and Delegation

[October 2017 Q3](http://www.calbar.ca.gov/Portals/0/documents/admissions/fyx/FYLSX_OCT2017_SelectedAnswers.pdf) 
[June 2017 Q1](http://www.calbar.ca.gov/Portals/0/documents/admissions/fyx/FYLSX_June2017_SelectedAnswers_R.pdf)


#### Third Party

[June 2018 Q1](http://www.calbar.ca.gov/Portals/0/documents/admissions/fyx/FYLSX_Jun2018_SelectedAnswers.pdf) 
[October 2014 Q4](http://www.calbar.ca.gov/Portals/0/documents/admissions/fyx/October2014FYLSX_SelectedAnswers_R.pdf)

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:scales: :mortar_board: [@peoplescollolaw](https://twitter.com/peoplescollolaw) :mortar_board: :scales: 

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