Delegation of duties

Restatement §318; UCC §2-210

The rule

A contractual duty may be delegated to a third party (delegate) UNLESS (1) the contract prohibits delegation, (2) the duty involves personal skill, judgment, or a special trust relationship, OR (3) delegation would materially change the obligee's expected performance. Delegation does NOT relieve the delegating party (delegator) of liability — the delegator remains liable if the delegate fails to perform. The delegate becomes personally liable to the obligee only if the delegate expressly or impliedly assumes the duty for consideration.

In plain English

You cannot always hand off your contract obligations. Personal-service contracts (portrait painter, singer, lawyer) can't be delegated. Even when delegation is allowed, the original party stays on the hook — the obligee gets two potential defendants if the delegate breaches an assumed duty.

The trap

Delegation does not release the delegator absent a novation. Students often say the delegator is 'off the hook' after delegation — wrong unless the obligee consents to a substitution.

How examiners test it

Contractor delegates job to a sub who botches it. Owner sues original contractor — contractor is still liable. If sub 'assumed' the duty, owner may also sue sub as third-party beneficiary.

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