§ 554.2210

554.2210 Delegation of performance — assignment of rights. 1. A party may perform that party’s duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having the original promisor perform orcontrol the acts required by the contract. No delegation of performance relieves the partydelegating of any duty to perform or any liability for breach. 2. Except as otherwise provided in section 554.9406, unless otherwise agreed all rights of either seller or buyer can be assigned except where the assignment would materiallychange the duty of the other party, or increase materially the burden of risk imposed on theother party by the contract, or impair materially the other party’s chance of obtaining returnperformance. A right to damages for breach of the whole contract or a right arising out ofthe assignor’s due performance of the assignor’s entire obligation can be assigned despiteagreement otherwise. 3. The creation, attachment, perfection, or enforcement of a security interest in the seller’s interest under a contract is not a transfer that materially changes the duty of orincreases materially the burden or risk imposed on the buyer or

or enforcement of a security interest in the seller’s interest under a contract is not a transfer that materially changes the duty of orincreases materially the burden or risk imposed on the buyer or impairs materially thebuyer’s chance of obtaining return performance within the purview of subsection 2 unless,and then only to the extent that, enforcement actually results in a delegation of materialperformance of the seller. Even in that event, the creation, attachment, perfection, andenforcement of the security interest remain effective, but the seller is liable to the buyer fordamages caused by the delegation to the extent that the damages could not reasonably beprevented by the buyer, and a court having jurisdiction may grant other appropriate relief,including cancellation of the contract for sale or an injunction against enforcement of thesecurity interest or consummation of the enforcement. 4. Unless the circumstances indicate the contrary a prohibition of assignment of 'the contract' is to be construed as barring only the delegation to the assignee of the assignor’sperformance. 5.

ent. 4. Unless the circumstances indicate the contrary a prohibition of assignment of 'the contract' is to be construed as barring only the delegation to the assignee of the assignor’sperformance. 5. An assignment of 'the contract' or of 'all my rights under the contract' or an assignment in similar general terms is an assignment of rights and unless the language orthe circumstances (as in an assignment for security) indicate the contrary, it is a delegationof performance of the duties of the assignor and its acceptance by the assignee constitutes apromise by the assignee to perform those duties. This promise is enforceable by either theassignor or the other party to the original contract. 6. The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to that party’s rights againstthe assignor demand assurances from the assignee (section 554.2609). [C66, 71, 73, 75, 77, 79, 81, §554.2210]2000 Acts, ch 1149, §141, 142, 187; 2013 Acts, ch 30, §261 Sat Dec 23 01:49:34 2023 Iowa Code 2024, Section 554.2210 (25, 0)