N.Y. Uniform Commercial Code Law § 2-210: Delegation of Performance; Assignment of Rights

Section 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) 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.

(4) 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.

(5) 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).