The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
(Cite as: 9A V.S.A. § 2-210)
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§ 2—210. Delegation of performance; assignment of rights
(1) A party may perform his or her duty through a delegate unless otherwise agreed or
unless the other party has a substantial interest in having his or her 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 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.
(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) 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 the seller is liable to the buyer for damages caused by the delegation
to the extent that the damages caused by the delegation could not reasonably be prevented
by the buyer, and 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 or her 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 or her rights against the assignor demand assurances from the assignee (§ 2—609). (Amended 1999, No. 106 (Adj. Sess.), § 6, eff. July 1, 2001.)