Assignment and delegation examples

okay let’s take a look at a couple of examples the first is an example of an assignment this example involves Joe who was a landlord renting an apartment to Mary the tenant for one year Mary is a student and really only needs the apartment for nine months because she’s going to go back home after the school year Mary works out a situation to sublet the apartment to Susan they will take over the apartment for the last three months Susan will move in and pay the rent until the lease is over so if you’re using the handout that was provided to you in the assignment folder you know that the first thing you have to do is figure out who the players are so I’m just going to go through and highlight everybody that’s involved so I see that there is a landlord it was Joe let’s see he’s reading to Mary he knows the tenant and then there’s a sublet going on to Susan so we have Joe mary and susan once you figure out who the players are the next step is to or identify the players the next step is to identify who’s in privity of contract so who has the direct contractual relationship here Joe is the landlord and he is in contract with Mary who was the tenant later Mary at Susan to this scenario to sublet so she’s gonna be the supp BC actually I’m just gonna write sublet so Joe and Mary are in privity of contract Susan is a third-party who’s involved the next step is when did this happen when did the third party get involved in this relationship so if you just think about it practically Joe and Mary had to set up a contract it spelled out all the times of the lease and we know that it was fun for one year so they’re finished after the formation of this contract so nine months down the road Mary brings sue into this relationship so sue comes in after so we know using this handout that if sue becomes involved after it’s either going to be an assignment or delegation so then you have to look at actually what’s what’s going on what kind of transfer you’re dealing with here we’re dealing with a transfer of rights because if actually what’s gonna happen is sue is gonna come in or Susan’s gonna come in and take over the lease for the last three months so she’s gonna move in pay rent and so Mary’s rights to the apartment are being transferred so an assignment is a transfer of Rights and that’s what you have going on here most contracts can be assigned in your handout notes exceptions and the effect of this type of relationship that is the law here is that the assignee that’s what Susan is will stand in the shoes of the assign or and Susan will now have contractual rights under this contract and likewise Joe has contractual obligations now the only way that this wouldn’t happen is if there was something in this original contract that would prohibit this transfer of Rights so what Joe would have to do is specifically include an anti assignment clause or an approval clause which says he could that Susan could only come in if he agreed to it so this is an example of an assignment next we’re going to take a look at a delegation example in this example Bob contracts with a developer the development company to build on the house Bob works with the company to get the model and all the specifics for the house worked out and he’s expecting it’s gonna take about three months before the house will be ready for him to move in the development company hires independent contractors to help them build the various stages of the house and in our example we’re gonna look at the framing of the house which is being done by framers incorporated so the first step is to figure out what’s going on who are the players in this situation so we have Bob who’s the buyer we have the development company who’s going to be responsible for building the house and then we have framers incorporated the next step is to figure out who is in the direct relationship so who’s in privity of contract here we have Bob who’s your buyer working with the development company and they get into a contract and figure out what type of house is going to be built so these two are in the direct relationship they are in privity of contract next you have the development company hiring out two framers incorporated to do the framing so essentially there is a separate contract here so we have another agreement whereby the framers are going to frame the house so they’re going to perform some of the duties that the development company has undertaken with the buyer so the next question is when did the framers who are our third parties come into the contract and here it’s pretty straightforward you can see that the contract was in place between Bob and the developer and then after the formation of this contract the third party was brought in so if you go back to your chart you see that you’re on this side so it’s after formation and here we’re looking at a transfer of duties so this is the transfer of duties to perform just part of building the house and that is a delegation so when you have a delegation it’s important to remember that most contracts may be delegated there’s only a few exceptions and that’s when they involve personal service contracts calling for the exercise of personal skills discretion or expertise you also can’t delegate when the delegation would materially vary the contract but outside of those circumstances most contracts can be delegated if the parties in the original contract don’t want a delegation to take place they need to include an anti delegation clause at the onset of their creation of their contract

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