UBE Assignment and Delegation
Last updated: May 2, 2026
Assignment and Delegation questions are one of the highest-leverage areas to study for the UBE. This guide breaks down the rule, the elements you need to recognize, the named traps that catch most students, and a memory aid that scales to test day. Read it once, then practice the same sub-topic adaptively in the app.
The rule
An assignment is the present transfer of an existing contract right from the assignor to the assignee, extinguishing the assignor's right and giving the assignee the power to enforce against the obligor. A delegation is the appointment of a third party (the delegatee) to perform the delegator's contractual duty; the delegator remains liable unless the obligee accepts a novation. Under Restatement (Second) of Contracts §§ 317, 318 and UCC § 2-210, all rights are assignable and all duties are delegable unless (a) the assignment/delegation would materially change the obligor's duty or risk, (b) it is barred by statute or public policy, or (c) it is validly prohibited by contract. A general assignment of "the contract" assigns rights AND delegates duties, and the assignee's acceptance is treated as a promise to perform those duties (UCC § 2-210(5); Rest. 2d § 328).
Elements breakdown
Valid Assignment of Rights
A present transfer of an existing contractual right that extinguishes the assignor's right and vests it in the assignee.
- Manifestation of present intent to transfer
- Identifiable existing contract right
- Assignor's right is extinguished
- No requirement of consideration (gratuitous OK)
- Notice to obligor not required for validity
Common examples:
- Assigning the right to receive a $10,000 contract payment
- Assigning the right to delivery of 100 widgets
Restrictions on Assignability
Categories where an otherwise-assignable right cannot be transferred.
- Materially changes obligor's duty or risk
- Materially impairs obligor's chance of return performance
- Materially reduces value of return performance to obligor
- Prohibited by statute or public policy
- Validly barred by contract anti-assignment clause
Common examples:
- Assignment of a personal-services right to be performed by a unique person
- Assignment of an unliquidated tort claim (often barred)
- Assignment that increases an insurer's risk
Effect of Anti-Assignment Clauses
Contract language purporting to bar assignment is narrowly construed under the Restatement and UCC.
- Clause barring "assignment of the contract" bars only delegation of duties, not assignment of rights to payment
- Clause must be clear to bar assignment of payment rights
- Even valid bar gives obligor only damages, not power to void
- UCC § 9-406 voids restrictions on assigning accounts/payment rights
- Right to damages for breach is always assignable
Common examples:
- Clause: "Neither party may assign this agreement" — money rights still assignable
- UCC § 2-210(3): bar on "assignment of the contract" reads as bar on delegation only
Valid Delegation of Duties
The delegator appoints a delegatee to render the delegator's contractual performance, but the delegator remains liable unless released.
- Manifestation of intent to delegate
- Duty is delegable (not personal/unique)
- Obligee did not have substantial interest in personal performance
- Delegator remains secondarily liable absent novation
- Delegatee becomes liable to obligee if delegation is supported by consideration (third-party beneficiary)
Common examples:
- Contractor delegating routine paving work to a subcontractor
- Manufacturer delegating production of fungible widgets
Non-Delegable Duties
Duties that cannot be delegated because the obligee bargained for the specific obligor's performance.
- Personal services involving special skill or discretion
- Performance by a specific person was a material term
- Obligee has substantial interest in obligor performing
- Contract expressly prohibits delegation
Common examples:
- A portrait painter delegating to another artist
- A surgeon delegating an operation
- A celebrity performer delegating an appearance
Novation vs. Mere Delegation
A novation substitutes the delegatee for the delegator and discharges the delegator; mere delegation does not.
- Valid prior obligation
- All parties (obligee, delegator, delegatee) agree
- Express or implied intent to discharge delegator
- New valid contract with delegatee
- Without all three, delegator remains liable
Priority Among Successive Assignees
When the assignor assigns the same right twice, the rule for who prevails.
- Majority/Restatement: last gratuitous assignment is revocable; first irrevocable assignment for value prevails
- First assignee for value generally prevails over later assignees
- Exceptions: later assignee gets payment from obligor in good faith; later assignee obtains a judgment against obligor; later assignee takes a tangible token (writing); later assignee enters a novation
- Notice to obligor cuts off assignor's power to receive payment
Common examples:
- A assigns to B for value, then to C for value who collects from obligor in good faith — C may keep
Assignee's Rights Against Obligor
The assignee steps into the assignor's shoes and takes subject to defenses and set-offs.
- Assignee acquires no greater rights than assignor
- Obligor may assert defenses arising from the contract (failure of consideration, breach, fraud)
- Obligor may assert set-offs accruing before notice of assignment
- After notice, obligor must pay assignee or risk paying twice
- Modification of contract by assignor and obligor in good faith binds assignee until performance becomes due
Common patterns and traps
The Personal-Services Delegation Trap
The fact pattern features a contract for services that involve unique skill, taste, judgment, or reputation — a portrait painter, a singer, a defense lawyer, a surgeon, a celebrity speaker. The delegator tries to substitute someone else, often someone arguably 'just as qualified.' The trap is treating delegability as a question of objective competence; the test is whether the obligee bargained for the specific person's performance.
An answer choice that says 'the delegation is valid because the substitute is equally skilled' or 'because the work meets the contract specifications.' Wrong — personal-service contracts are non-delegable regardless of substitute's skill.
The Anti-Assignment Clause Misread
The contract contains a clause like 'Neither party may assign this contract' or 'No party shall assign any rights hereunder.' A party then assigns the right to receive payment, and the obligor or another party tries to invalidate the assignment. Under Rest. 2d § 322 and UCC §§ 2-210(3), 9-406, a generic prohibition on 'assignment of the contract' bars only delegation of duties; clauses barring assignment of payment rights are narrowly construed and, for accounts under Article 9, void as against public policy.
A choice reading 'The assignment is invalid because the contract prohibits assignment.' This is a trap unless the clause specifically and unambiguously bars assignment of the particular right and the assignment is not protected by UCC § 9-406.
The Delegator-Off-The-Hook Fallacy
After a delegation, the delegatee fails to perform, and the answer choices test whether the obligee can sue the original delegator. Candidates often pick the choice saying the delegator is no longer liable because someone else is doing the work. That is wrong absent a novation. A novation requires the obligee's consent to release the delegator; mere acquiescence in receiving performance from the delegatee is not enough.
A choice saying 'The original promisor is not liable because she validly delegated her duties.' Almost always wrong — delegation alone never discharges the delegator.
The Successive-Assignment Priority Puzzle
The assignor assigns the same right twice, often once gratuitously and once for value, or twice for value. The question asks who prevails or who can keep payment from a good-faith obligor. The Restatement rule favors the first assignee for value, but recognizes four ways a later assignee can prevail: payment received in good faith, judgment, novation, or a tangible token (e.g., a writing).
A vignette where Reyes assigns rights to B for value, then later assigns the same rights to C, who collects payment in good faith. Choice that says 'B always wins as first-in-time' is the trap — C may keep payment under the four-horsemen exception.
The Modification-After-Assignment Switch
After assignment but before performance is due, the assignor and obligor purport to modify the contract — often reducing the amount owed. The assignee sues. Under Rest. 2d § 338(2) and UCC § 9-405, a good-faith modification is binding on the assignee until performance becomes due, but only when the modification has commercial reasonableness or is consistent with reasonable commercial standards.
A choice saying 'The modification is invalid as to the assignee because the assignment had already occurred.' This overstates the rule — pre-performance modifications in good faith do bind the assignee.
How it works
Start by separating the two transactions: rights flow forward from assignor to assignee, duties flow forward from delegator to delegatee. When you see a fact pattern, ask first whether what is being transferred is a right (to receive payment, to receive goods) or a duty (to perform work, to deliver goods) — most contract assignments do both. Next, ask whether anything bars the transfer. For rights, the question is material change in the obligor's risk; for duties, the question is whether the obligee bargained for personal performance. If Liu Catering contracts with Reyes to cater Reyes's wedding, Liu cannot delegate the cooking to Patel Catering — the obligee bargained for Liu's specific service. But if Liu Manufacturing owes Reyes 1,000 bushels of #2 yellow corn, Liu can delegate that delivery to Patel because corn is fungible. Finally, on the back end, remember the delegator stays on the hook until a novation discharges him.
Worked examples
Will Patel Capital prevail?
- A No, because the contract clearly prohibits any assignment without written consent, and Liu Properties did not consent.
- B No, because the assignment materially changed Liu Properties' duty by requiring payment to a stranger to the contract.
- C Yes, because under the majority rule a general anti-assignment clause is construed to bar only delegation of duties, not assignment of payment rights. ✓ Correct
- D Yes, because the assignment was supported by consideration of $160,000.
Why C is correct: Under Restatement (Second) of Contracts § 322 and UCC § 2-210(3), a clause barring assignment of "the contract" or "this Agreement" is narrowly construed to bar only delegation of duties, leaving payment rights freely assignable. Reyes assigned only the right to receive money — the kind of assignment that imposes no material burden on the obligor and is presumptively permitted. Liu Properties' duty (to pay $180,000) is unchanged by the identity of the payee.
Why each wrong choice fails:
- A: This treats the anti-assignment clause as a complete bar, which is the classic trap. The majority rule construes generic clauses to forbid delegation of duties, not assignment of payment rights, absent very specific language. (The Anti-Assignment Clause Misread)
- B: Paying a different payee is not a material change in the obligor's duty — Liu Properties still owes $180,000 and pays it once. Material change refers to risk, cost, or the nature of return performance, not the identity of who collects payment. (The Anti-Assignment Clause Misread)
- D: This is right outcome, wrong reason. Consideration is irrelevant to the validity of an assignment; even gratuitous assignments are valid (though revocable). The reason Patel prevails is that the clause does not bar payment-right assignments, not that money changed hands.
Is the City entitled to refuse the substituted performance?
- A No, because Patel Murals is a competent firm capable of executing Reyes's sketches.
- B No, because the contract did not contain an express clause prohibiting delegation.
- C Yes, because the City had a substantial interest in having Reyes herself perform, making the duty non-delegable. ✓ Correct
- D Yes, because Reyes was required to obtain the City's consent before subcontracting any portion of the work.
Why C is correct: Under Restatement (Second) of Contracts § 318(2) and the personal-services doctrine, a duty cannot be delegated when the obligee has a substantial interest in having the original promisor perform. The contract's recitation that the City selected Reyes for her distinctive style and prior public works establishes the bargained-for-personal-performance element. The City may refuse Patel Murals' substituted performance and treat the attempted delegation as a repudiation.
Why each wrong choice fails:
- A: Objective competence is not the test. The personal-services rule asks whether the obligee bargained for the specific person's performance, not whether the substitute is technically capable. (The Personal-Services Delegation Trap)
- B: An express anti-delegation clause is sufficient but not necessary. When the duty involves unique artistic skill and judgment and the obligee bargained for that specific person, delegation is barred by default under Rest. 2d § 318(2). (The Personal-Services Delegation Trap)
- D: There is no general rule requiring consent for any subcontracting; the rule is that personal-service duties cannot be delegated at all. This choice misstates the standard as a procedural consent requirement rather than a substantive non-delegability rule.
Is Liu Logistics liable to Reyes?
- A No, because Liu Logistics validly delegated its delivery duties to Patel Trucking.
- B No, because Reyes accepted the delegation by failing to object to Liu's letter.
- C Yes, because the delegation did not constitute a novation, leaving Liu Logistics liable as the original promisor. ✓ Correct
- D Yes, because the duty to deliver fungible goods is non-delegable under UCC § 2-210.
Why C is correct: A delegation alone — even one acquiesced in by the obligee — does not discharge the delegator. Discharge requires a novation in which the obligee expressly agrees to release the delegator and accept the delegatee in his place. Reyes never released Liu Logistics; at most it accepted Patel's performance, which is not a novation. Liu Logistics therefore remains liable to Reyes for Patel's failure to perform, including the $35,000 cover damages.
Why each wrong choice fails:
- A: This is the classic delegator-off-the-hook fallacy. A valid delegation transfers performance authority but never, by itself, discharges the delegator. Only a novation — requiring the obligee's express consent to release — has that effect. (The Delegator-Off-The-Hook Fallacy)
- B: Silence is not consent to a novation. Acquiescence in receiving the delegatee's performance is consistent with retaining the right to hold the delegator liable; it does not manifest the obligee's intent to release the original promisor. (The Delegator-Off-The-Hook Fallacy)
- D: This inverts the rule. Duties involving fungible goods are paradigmatically delegable under UCC § 2-210(1) because the buyer's interest is satisfied regardless of who delivers. The reason Liu loses is not that delegation was invalid but that delegation alone does not discharge the delegator.
Memory aid
R-A-D: Rights are Assigned, Duties are Delegated. For barriers, ask 'MIA': Materially changes risk? Illegal/public-policy bar? Antiassignment clause that's truly enforceable? For delegation specifically, ask whether the contract is for 'PIES': Personal, Individual, Expert, or Specially-skilled performance — if yes, no delegation.
Key distinction
The single biggest trap is the difference between delegation and novation: delegation alone leaves the original promisor (delegator) liable to the obligee for any breach by the delegatee; only a tri-party novation — where the obligee agrees to release the delegator and accept the delegatee in his place — discharges the original promisor. A new agreement between just the delegator and delegatee is never a novation as to the obligee.
Summary
Rights are freely assignable and duties are freely delegable unless the transfer materially changes the obligor's risk, the obligee bargained for personal performance, or a clear contract clause or statute bars it — and the delegator remains liable until a novation discharges him.
Practice assignment and delegation adaptively
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Start your free 7-day trialFrequently asked questions
What is assignment and delegation on the UBE?
An assignment is the present transfer of an existing contract right from the assignor to the assignee, extinguishing the assignor's right and giving the assignee the power to enforce against the obligor. A delegation is the appointment of a third party (the delegatee) to perform the delegator's contractual duty; the delegator remains liable unless the obligee accepts a novation. Under Restatement (Second) of Contracts §§ 317, 318 and UCC § 2-210, all rights are assignable and all duties are delegable unless (a) the assignment/delegation would materially change the obligor's duty or risk, (b) it is barred by statute or public policy, or (c) it is validly prohibited by contract. A general assignment of "the contract" assigns rights AND delegates duties, and the assignee's acceptance is treated as a promise to perform those duties (UCC § 2-210(5); Rest. 2d § 328).
How do I practice assignment and delegation questions?
The fastest way to improve on assignment and delegation is targeted, adaptive practice — working questions that focus on your specific weak spots within this sub-topic, getting immediate feedback, and revisiting items you missed on a spaced-repetition schedule. Neureto's adaptive engine does this automatically across the UBE; start a free 7-day trial to see your sub-topic mastery climb in real time.
What's the most important distinction to remember for assignment and delegation?
The single biggest trap is the difference between delegation and novation: delegation alone leaves the original promisor (delegator) liable to the obligee for any breach by the delegatee; only a tri-party novation — where the obligee agrees to release the delegator and accept the delegatee in his place — discharges the original promisor. A new agreement between just the delegator and delegatee is never a novation as to the obligee.
Is there a memory aid for assignment and delegation questions?
R-A-D: Rights are Assigned, Duties are Delegated. For barriers, ask 'MIA': Materially changes risk? Illegal/public-policy bar? Antiassignment clause that's truly enforceable? For delegation specifically, ask whether the contract is for 'PIES': Personal, Individual, Expert, or Specially-skilled performance — if yes, no delegation.
What's a common trap on assignment and delegation questions?
Treating delegator as discharged when no novation occurred
What's a common trap on assignment and delegation questions?
Reading anti-assignment clause as barring assignment of payment rights
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