Indiana Code
Chapter 2. Sales
26-1-2-210. Delegation of Performance; Assignment of Rights

Sec. 210. (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) 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 within 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 (IC 26-1-2-609).
Formerly: Acts 1963, c.317, s.2-210. As amended by P.L.152-1986, SEC.129; P.L.57-2000, SEC.16.

Structure Indiana Code

Indiana Code

Title 26. Commercial Law

Article 1. Uniform Commercial Code

Chapter 2. Sales

26-1-2-101. Short Title

26-1-2-102. Scope; Certain Security and Other Transactions Excluded From This Chapter

26-1-2-103. Definitions and Index of Definitions

26-1-2-104. "Merchant"; "Between Merchants"; "Financing Agency"

26-1-2-105. Transferability; "Goods"; "Future" Goods; "Lot"; "Commercial Unit"

26-1-2-106. "Contract"; "Agreement"; "Contract for Sale"; "Sale"; "Present Sale"; "Conforming" to Contract; "Termination"; "Cancellation"

26-1-2-107. Goods to Be Severed From Realty; Recording

26-1-2-201. Formal Requirements; Statute of Frauds

26-1-2-202. Final Written Expression; Parol or Extrinsic Evidence

26-1-2-203. Seals Inoperative

26-1-2-204. Formation in General

26-1-2-205. Firm Offers

26-1-2-206. Offer and Acceptance in Formation of Contract

26-1-2-207. Additional Terms in Acceptance or Confirmation

26-1-2-208. Repealed

26-1-2-209. Modification, Rescission, and Waiver

26-1-2-210. Delegation of Performance; Assignment of Rights

26-1-2-301. General Obligations of Parties

26-1-2-302. Unconscionable Contract or Clause

26-1-2-303. Allocation or Division of Risks

26-1-2-304. Price Payable in Money, Goods, Realty, or Otherwise

26-1-2-305. Open Price Term

26-1-2-306. Output, Requirements, and Exclusive Dealings

26-1-2-307. Delivery in Single Lot or Several Lots

26-1-2-308. Absence of Specified Place for Delivery

26-1-2-309. Absence of Specific Time Provisions; Notice of Termination

26-1-2-310. Open Time for Payment or Running of Credit; Authority to Ship Under Reservation

26-1-2-311. Options and Cooperation Respecting Performance

26-1-2-312. Warranty of Title and Against Infringement; Buyer's Obligation Against Infringement

26-1-2-313. Express Warranties by Affirmation, Promise, Description, and Sample

26-1-2-314. Implied Warranty; Merchantability; Usage of Trade

26-1-2-315. Implied Warranty; Fitness for Particular Purpose

26-1-2-316. Exclusion or Modification of Warranties

26-1-2-317. Cumulation and Conflict of Warranties Express or Implied

26-1-2-318. Third Party Beneficiaries of Warranties Express or Implied

26-1-2-319. f.o.b. and f.a.s. Terms

26-1-2-320. c.i.f. and c.&f. Terms

26-1-2-321. c.i.f. or c.&f.; "Net Landed Weights"; Payment on Arrival; Warranty of Condition on Arrival

26-1-2-322. Delivery "Ex-Ship"

26-1-2-323. Form of Bill of Lading Required in Overseas Shipment; "Overseas"

26-1-2-324. "No Arrival, No Sale"

26-1-2-325. "Letter of Credit"; "Confirmed Credit"

26-1-2-326. Sale on Approval and Sale or Return

26-1-2-327. Special Incidents of Sale on Approval and Sale or Return

26-1-2-328. Sale by Auction

26-1-2-401. Passing of Title; Reservation of Security; Limited Application of This Section

26-1-2-402. Rights of Seller's Creditors Against Sold Goods

26-1-2-403. Power to Transfer; Good Faith Purchase of Goods; "Entrusting"

26-1-2-501. Insurable Interest in Goods; Manner of Identification of Goods

26-1-2-502. Buyer's Right to Goods on Seller's Repudiation, Failure to Deliver, or Insolvency

26-1-2-503. Manner of Seller's Tender of Delivery

26-1-2-504. Shipment by Seller

26-1-2-505. Seller's Shipment Under Reservation

26-1-2-506. Rights of Financing Agency

26-1-2-507. Effect of Seller's Tender; Delivery on Condition

26-1-2-508. Cure by Seller of Improper Tender or Delivery; Replacement

26-1-2-509. Risk of Loss in the Absence of Breach

26-1-2-510. Effect of Breach on Risk of Loss

26-1-2-511. Tender of Payment by Buyer; Payment by Check

26-1-2-512. Payment by Buyer Before Inspection

26-1-2-513. Buyer's Right of Inspection of Goods

26-1-2-514. When Documents Deliverable on Acceptance; When on Payment

26-1-2-515. Preserving Evidence of Goods in Dispute

26-1-2-601. Buyer's Rights on Improper Delivery

26-1-2-602. Manner and Effect of Rightful Rejection

26-1-2-603. Merchant Buyer's Duties as to Rightfully Rejected Goods

26-1-2-604. Buyer's Options as to Salvage of Rightfully Rejected Goods

26-1-2-605. Waiver of Buyer's Objections by Failure to Particularize

26-1-2-606. What Constitutes Acceptance of Goods

26-1-2-607. Effect of Acceptance; Notice of Breach; Burden of Establishing Breach After Acceptance; Notice of Claim or Litigation to Person Answerable Over

26-1-2-608. Revocation of Acceptance in Whole or in Part

26-1-2-609. Right to Adequate Assurance of Performance

26-1-2-610. Anticipatory Repudiation

26-1-2-611. Retraction of Anticipatory Repudiation

26-1-2-612. "Instalment Contract"; Breach

26-1-2-613. Casualty to Identified Goods

26-1-2-614. Substituted Performance

26-1-2-615. Excuse by Failure of Presupposed Conditions

26-1-2-616. Procedure on Notice Claiming Excuse

26-1-2-701. Remedies for Breach of Collateral Contracts Not Impaired

26-1-2-702. Seller's Remedies on Discovery of Buyer's Insolvency

26-1-2-703. Seller's Remedies in General

26-1-2-704. Seller's Right to Identify Goods to the Contract Notwithstanding Breach or to Salvage Unfinished Goods

26-1-2-705. Seller's Stoppage of Delivery in Transit or Otherwise

26-1-2-706. Seller's Resale, Including Contract for Resale

26-1-2-707. "Person in the Position of a Seller"

26-1-2-708. Seller's Damages for Nonacceptance or Repudiation

26-1-2-709. Action for the Price

26-1-2-710. Seller's Incidental Damages

26-1-2-711. Buyer's Remedies in General; Buyer's Security Interest in Rejected Goods

26-1-2-712. "Cover"; Buyer's Procurement of Substitute Goods

26-1-2-713. Buyer's Damages for Nondelivery or Repudiation

26-1-2-714. Buyer's Damages for Breach in Regard to Accepted Goods

26-1-2-715. Buyer's Incidental and Consequential Damages

26-1-2-716. Buyer's Right to Specific Performance or Replevin

26-1-2-717. Deduction of Damages From the Price

26-1-2-718. Liquidation or Limitation of Damages; Deposits

26-1-2-719. Contractual Modification or Limitation of Remedy

26-1-2-720. Effect of "Cancellation" or "Rescission" on Claims for Antecedent Breach

26-1-2-721. Remedies for Fraud

26-1-2-722. Who Can Sue Third Parties for Injury to Goods

26-1-2-723. Proof of Market Price; Time and Place

26-1-2-724. Admissibility of Market Quotations

26-1-2-725. Statute of Limitations in Contracts for Sale