(810 ILCS 5/2-210) (from Ch. 26, par. 2-210)
Sec. 2-210.
Delegation of performance; assignment of rights.
(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. No delegation of performance relieves the party delegating of
any duty to perform or any liability for breach.
(2) Except as otherwise provided in Section 9-406, unless otherwise
agreed all rights of either seller or buyer can
be assigned except where the assignment would materially change the duty
of the other party, or increase materially the burden or risk imposed on
him by his contract, or impair materially his chance of obtaining return
performance. A right to damages for breach of the whole contract or a
right arising out of the assignor's due performance of his entire
obligation can be assigned despite agreement 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 or increases materially the burden or risk
imposed on the buyer or impairs materially the buyer's chance of obtaining
return performance with the purview of subsection (2) unless, and then only to
the extent that, enforcement actually results in a delegation of material
performance of the seller. Even in that event, the creation, attachment,
perfection, and enforcement of the security interest remain effective, but (i)
the seller is liable to the buyer for damages caused by the delegation to the
extent that the damages could not reasonably be prevented by the buyer, and
(ii) a court having jurisdiction may grant other appropriate relief, including
cancellation of the contract for sale or an injunction against enforcement of
the security 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's performance.
(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 or the circumstances (as in an assignment
for security) indicate the contrary, it is a delegation of performance
of the duties of the assignor and its acceptance by the assignee
constitutes a promise by him to perform those duties. This promise is
enforceable by either the assignor 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 his rights against the assignor demand assurances
from the assignee (Section 2-609).
(Source: P.A. 91-893, eff. 7-1-01.)
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