C.R.S. Section 4-2-210
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 4-9-406, 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 or her by his or her contract, or impair materially his or her 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 or her entire obligation can be assigned despite agreement otherwise.

(2.5)

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) of this section 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.

(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 4-2-609).

Source: Section 4-2-210 — Delegation of performance - assignment of rights, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-04.­pdf (accessed Oct. 20, 2023).

4‑2‑101
Short title 4‑2‑102
Scope - certain security and other transactions excluded from this article 4‑2‑103
Definitions and index of definitions 4‑2‑104
Definitions: “merchant” - “between merchants” - “financing agency” 4‑2‑105
Definitions: transferability - “goods” - “future” goods - “lot” - “commercial unit” 4‑2‑106
Definitions: “contract” - “agreement” - “contract for sale” - “sale” - “present sale” - “conforming” - “termination” - “cancellation” - “hybrid transaction” 4‑2‑107
Goods to be severed from realty - recording 4‑2‑201
Formal requirements - statute of frauds 4‑2‑202
Final expression - parol or extrinsic evidence 4‑2‑203
Seals inoperative 4‑2‑204
Formation in general 4‑2‑205
Firm offers 4‑2‑206
Offer and acceptance in formation of contract 4‑2‑207
Additional terms in acceptance or confirmation 4‑2‑208
Course of performance or practical construction 4‑2‑209
Modification, rescission, and waiver 4‑2‑210
Delegation of performance - assignment of rights 4‑2‑301
General obligations of parties 4‑2‑302
Unconscionable contract or clause 4‑2‑303
Allocation or division of risks 4‑2‑304
Price payable in money, goods, realty, or otherwise 4‑2‑305
Open price term 4‑2‑306
Output, requirements, and exclusive dealings 4‑2‑307
Delivery in single lot or several lots 4‑2‑308
Absence of specified place for delivery 4‑2‑309
Absence of specific time provisions - notice of termination 4‑2‑310
Open time for payment or running of credit - authority to ship under reservation 4‑2‑311
Options and cooperation respecting performance 4‑2‑312
Warranty of title and against infringement - buyer’s obligation against infringement 4‑2‑313
Express warranties by affirmation, promise, description, sample 4‑2‑314
Implied warranty - merchantability - usage of trade 4‑2‑315
Implied warranty - fitness for particular purpose 4‑2‑316
Exclusion or modification of warranties 4‑2‑317
Cumulation and conflict of warranties express or implied 4‑2‑318
Third party beneficiaries of warranties express or implied 4‑2‑319
terms 4‑2‑320
terms 4‑2‑321
- “net landed weights” - “payment on arrival” - warranty of condition on arrival 4‑2‑322
Delivery “ex-ship” 4‑2‑323
Form of bill of lading required in overseas shipment - “overseas” 4‑2‑324
“No arrival, no sale” term 4‑2‑325
“Letter of credit” - “confirmed credit” 4‑2‑326
Sale on approval and sale or return - rights of creditors 4‑2‑327
Special incidents of sale on approval and sale or return 4‑2‑328
Sale by auction 4‑2‑401
Passing of title - reservation for security - limited application of this section 4‑2‑402
Rights of seller’s creditors against sold goods 4‑2‑403
Power to transfer - good faith purchase of goods - “entrusting” 4‑2‑501
Insurable interest in goods - manner of identification of goods 4‑2‑502
Buyer’s right to goods on seller’s insolvency - repudiation - failure to deliver 4‑2‑503
Manner of seller’s tender of delivery 4‑2‑504
Shipment by seller 4‑2‑505
Seller’s shipment under reservation 4‑2‑506
Rights of financing agency 4‑2‑507
Effect of seller’s tender - delivery on condition 4‑2‑508
Cure by seller of improper tender or delivery - replacement 4‑2‑509
Risk of loss in the absence of breach 4‑2‑510
Effect of breach on risk of loss 4‑2‑511
Tender of payment by buyer 4‑2‑512
Payment by buyer before inspection 4‑2‑513
Buyer’s right to inspection of goods 4‑2‑514
When documents deliverable on acceptance - when on payment 4‑2‑515
Preserving evidence of goods in dispute 4‑2‑601
Buyer’s rights on improper delivery 4‑2‑602
Manner and effect of rightful rejection 4‑2‑603
Merchant buyer’s duties as to rightfully rejected goods 4‑2‑604
Buyer’s options as to salvage of rightfully rejected goods 4‑2‑605
Waiver of buyer’s objections by failure to particularize 4‑2‑606
What constitutes acceptance of goods 4‑2‑607
Effect of acceptance - notice of breach - burden of establishing breach after acceptance - notice of claim or litigation to person answerable over 4‑2‑608
Revocation of acceptance in whole or in part 4‑2‑609
Right to adequate assurance of performance 4‑2‑610
Anticipatory repudiation 4‑2‑611
Retraction of anticipatory repudiation 4‑2‑612
“Installment contract” - breach 4‑2‑613
Casualty to identified goods 4‑2‑614
Substituted performance 4‑2‑615
Excuse by failure of presupposed conditions 4‑2‑616
Procedure on notice claiming excuse 4‑2‑701
Remedies for breach of collateral contracts not impaired 4‑2‑702
Seller’s remedies on discovery of buyer’s insolvency 4‑2‑703
Seller’s remedies in general 4‑2‑704
Seller’s right to identify goods to the contract notwithstanding breach or to salvage unfinished goods 4‑2‑705
Seller’s stoppage of delivery in transit or otherwise 4‑2‑706
Seller’s resale including contract for resale 4‑2‑707
“Person in the position of a seller” 4‑2‑708
Seller’s damages for nonacceptance or repudiation 4‑2‑709
Action for the price 4‑2‑710
Seller’s incidental damages 4‑2‑711
Buyer’s remedies in general - buyer’s security interest in rejected goods 4‑2‑712
“Cover” - buyer’s procurement of substitute goods 4‑2‑713
Buyer’s damages for nondelivery or repudiation 4‑2‑714
Buyer’s damages for breach in regard to accepted goods 4‑2‑715
Buyer’s incidental and consequential damages 4‑2‑716
Buyer’s right to specific performance or replevin 4‑2‑717
Deduction of damages from the price 4‑2‑718
Liquidation or limitation of damages - deposits 4‑2‑719
Contractual modification or limitation of remedy 4‑2‑720
Effect of “cancellation” or “rescission” on claims for antecedent breach 4‑2‑721
Remedies for fraud 4‑2‑722
Who can sue third parties for injury to goods 4‑2‑723
Proof of market price - time and place 4‑2‑724
Admissibility of market quotations 4‑2‑725
Statute of limitations in contracts for sale
Green check means up to date. Up to date

Current through Fall 2024

§ 4-2-210’s source at colorado​.gov