ASSIGNMENT AND DELEGATION;

Limited exception:

A later assignment will take priority if the second assignee does not know of the initial assignment and is first to obtain payment or a judgment.

Almost all contractual benefits can be assigned, in whole or in part, unless

a contract explicitly prohibits or invalidates assignments -decide whether the contract PROHIBITS (3d party can still recover) assignments or INVALIDATES (3d party cannot) assignments

A delegatee is generally not liable for breach unless she receives ____________________________________from the delegating party.

consideration

If the rights are assigned for consideration, then the _____ assignment for consideration will typically hold.

first

If the rights are assigned without consideration, then the ____ assignment controls.

last

2 steps to distinguish assignment from a third-party beneficiary contract

o The formation of a contract and o The transfer of the benefits of the contract from an original counterparty to some third party.

delegation

transfer of duties under a contract. -generally acceptable, as long as the contract does not prohibit delegation and as long as the other party does not have some special interest in having a specific individual perform

Assignment

transfer of rights under a contract.