Delegation (law)? |
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Part of the common law series
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| Contract theory |
| Classical theory · Promise theory |
| Consent theory |
| Contract formation |
| Offer and acceptance · Mailbox rule |
| Mirror image rule · Invitation to treat |
| Consideration |
| Defenses against formation |
| Lack of capacity to contract |
| Duress · Undue influence |
| Illusory promise · Statute of frauds |
| Non est factum |
| Contract interpretation |
| Parol evidence rule |
| Integration clause |
| Excuses for non-performance |
| Mistake · Misrepresentation |
| Frustration of purpose · Impossibility |
| Illegality · Unconscionability |
| Accord and satisfaction |
| Rights of third parties |
| Assignment · Delegation |
| Novation · Third party beneficiary |
| Breach of contract |
| Anticipatory repudiation · Cover |
| Exclusion clause |
| Fundamental breach |
| Remedies |
| Liquidated damages · Penal damages |
| Specific performance · Rescission |
| Other areas of the common law |
| Tort law · Property law |
| Wills and trusts |
| Criminal law · Evidence |
| view / this template |
Delegation is a term used in the law of contracts to describe the act of giving another person the responsibility of carrying out the performance agreed to in a contract. Three parties are concerned with this act - the party who had incurred the obligation to perform under the contract is called the delegator; the party who assumes the responsibility of performing this duty is called the delegatee; and the party to whom this performance is owed is called the obligee.
Delegable contracts
A delegation will be null and void if it poses any threat to the commercially reasonable expectations of the obligee. For example, a task requiring specialized skills or based on the unique characteristics of the promisee can not be delegated. If Bill Clinton were hired to make a speech, he could not delegate the task to another person, even if the other person would give the same speech, word for word.
However, a delegation of performance that does not pose such a threat will be held to be valid. In such a case, the obligee will under an affirmative duty to cooperate with the delegatee to the extent necessary for the fulfillment of the delegator's obligations under the contract.
Breach of a delegated contract
If the delagatee fails to perform satisfactorily, the obligee may elect to treat this failure as a breach of the original contract by the delegator or may assert himself as a third party beneficiary of the contract between the delagator and the delegatee, and can claim all remedies due to a third party beneficiary.
If the delegation is without consideration, the delagator remains liable for nonperformance, while the delagatee will not be liable to anyone for anything. Unlike an assignment, a delegation is virtually always for consideration, and never donative - few people are going to accept the charitable offer to perform a task contracted to someone else.
Compare: assignment
A parallel concept to delegation is assignment , which occurs when one party transfers his present rights to receive the benefits accruing to the assignor under that contract. A delegation and an assignment can be accomplished at the same time, although the right to sue for nonpayment always stays with delagator. Under the common law, a contract clause prohibiting assignment also prohibits delegation. Another common law rule requires that a party to a contract can not delegate performance that involves special skills or reputation (although it is possible to have a novation under such circumstances).