GA Code § 11-2-210 (2021)
2021 Georgia Code|Title 11 - Commercial Code|Article 2 - Sales|Part 2 - Form, Formation, and Readjustment of Contract|§ 11-2-210. Delegation of Performance; Assignment of Rights

  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.   Except as otherwise provided in Code Section 11-9-406, 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 the other party by the contract, or impair materially the other party's 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 the assignor's entire obligation can be assigned despite agreement otherwise.   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 Code 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.   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.   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 the assignee to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.   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 (Code Section 11-2-609).    (Code 1933, § 109A-2 - 210, enacted by Ga. L. 1962, p. 156, § 1; Ga. L. 2001, p. 362, § 5.)    The 2001 amendment,  effective July 1, 2001, in subsection (2), in the first sentence, substituted "Except as otherwise provided in Code Section 11-9-406, unless" for "Unless" at the beginning, substituted "the other party by the contract" for "him by his contract", and substituted "the other party's" for "his", and substituted "the assignor's" for "his" in the second sentence; added subsection (3); redesignated former subsections (3) through (5) as present subsections (4) through (6), respectively; substituted "the assignee" for "him" in subsection (5); and inserted "or her" in subsection (6).   Cross references.   - Substitution of party obligated to perform under contract, § 13-4-20.   JUDICIAL DECISIONS   Claim for breach of warranty is assignable.    - An assignment of a claim for an existing breach of warranty is specifically authorized by O.C.G.A. § 11-2-210(2). Irvin v. Lowe's of Gainesville, Inc., 165 Ga. App. 828, 302 S.E.2d 734 (1983).    While a warranty cannot be assigned, the Uniform Commercial Code, O.C.G.A. § 11-1-101 et seq., does authorize the assignment of a purchaser's claim for an existing breach of the warranty - this assignment of the purchaser's claim, indeed, is expressly authorized by O.C.G.A. § 11-2-210(2) - any language, however informal, will be sufficient to constitute a legal assignment, if it shows the intention of the owner of the right to transfer it instantly, so that it will be the property of the transferee. Plaintiff's subrogation receipts clearly constituted sufficient evidence of a legal assignment of the implied warranty claim. Kraft Reinsurance Ir., Ltd. v. Pallets Acquisitions, LLC, 845 F. Supp. 2d 1342 (N.D. Ga. 2011).   Warranty is not assignable.    - The case of Stewart v. Gainesville Glass Co., 131 Ga. App. 747, 206 S.E.2d 857 (1974), aff'd, 233 Ga. 578, 212 S.E.2d 377 (1975), does not hold that a claim for breach of warranty may not be assigned but holds merely that the warranty itself may not be assigned. Irvin v. Lowe's of Gainesville, Inc., 165 Ga. App. 828, 302 S.E.2d 734 (1983).    In sale of personal property, warranty is not negotiable or assignable  and does not run with article sold. Kaiser Aluminum & Chem. Corp. v. Ingersoll-Rand Co., 519 F. Supp. 60 (S.D. Ga. 1981).    Any assignment of warranties materially changes risks and burdens of original seller under terms of O.C.G.A. § 11-2-210. Kaiser Aluminum & Chem. Corp. v. Ingersoll-Rand Co., 519 F. Supp. 60 (S.D. Ga. 1981).   Assignment of joint savings account.    - Once savings account has been assigned to third party, joint owners cannot withdraw funds from said account without permission of assignee unless one waives or releases assignment. Copeland v. Peachtree Bank & Trust Co., 150 Ga. App. 262, 257 S.E.2d 353 (1979).   Repudiation of subcontract.    - Trial court could not have properly granted summary judgment against a general contractor by reason of its apparent acquiescence in a subcontractor's breach of the subcontract by reason of its assignment because the contractor testified that it had a substantial interest in maintaining the subcontractor as the performer of the subcontract under O.C.G.A. § 11-2-210(1), and that it looked for, but was unable to retain, any other asphalt provider besides the assignee; the subcontractor could not prevail on summary judgment in the wake of its repudiation of the subcontract, including the provision not to delegate performance. Western Sur. Co. v. APAC-Southeast, Inc., 302 Ga. App. 654, 691 S.E.2d 234, cert. denied, No. S10C1140, 2010 Ga. LEXIS 673 (Ga. 2010).    Cited in Mingledorff's, Inc. v. Hicks, 133 Ga. App. 27, 209 S.E.2d 661 (1974); Greene v. Citizens & S. Bank, 134 Ga. App. 73, 213 S.E.2d 175 (1975); Crider v. First Nat'l Bank, 144 Ga. App. 536, 241 S.E.2d 638 (1978); Callaway Blue Springs, LLLP v. West Basin Capital, LLC, 341 Ga. App. 535, 801 S.E.2d 325 (2017).   RESEARCH REFERENCES   Am. Jur. 2d.   - 6 Am. Jur. 2d, Assignments, §§ 21 et seq., 113 et seq., 133, 161, 162. 67 Am. Jur. 2d, Sales, §§ 375-386. 68A Am. Jur. 2d, Secured Transactions, §§ 434 et seq., 569 et seq.   6 Am. Jur. Pleading and Practice Forms, Commercial Code, § 2:75.   C.J.S.   - 77A C.J.S., Sales, §§ 88, 89.   U.L.A.   - Uniform Commercial Code (U.L.A.) § 2-210.   ALR.    - Assignability of contract to furnish all of buyer's requirement or to take all of seller's output, 39 A.L.R. 1192.    Rights and duties in respect of property as between seller and seller's assignee on conditional sale of property, 65 A.L.R. 783.    Agreement or order to pay obligations out of the proceeds of any sale or mortgage of property that may be made, as creating an equitable assignment of such proceeds, 101 A.L.R. 81.