I. Assignment of Contracts, Contractual Rights & Duties A. Contractual rights & duties B. Assignment 1. definition: 2. assignor: 3. assignee: C. Requirements

II. Contracts that are assignable A. Generally, all contracts are assignable with below exceptions B. Examples

III. Contracts not assignable A. Any assignment that would materially alter the duties of the promisor 1. rationale: 2. example: B. Contracts involving personal rights C. Contracts that expressly restrict assignment D. Assignment prohibited by law E. Rights assigned would substantially alter promisor's risk

IV. Consequences of assignment A. Rights & duties of assignees B. Notice to promisor C. Notice where multiple assignments D. Assignors who are paid

V. Delegation of Duties A. Definition: B. When duties are delegable C. Assignment & implied delegation of duties D. Promisor liability E. Novation 1. definition: 2. language used or circumstances surrounding transaction must show that the obligee consented to the substitution of one obligor for another

VI. Third party beneficiary contracts A. Definition: 1. intent to benefit third person 2. factor: 3. once a beneficiary has acceptd K, or relied on it, original parties cannot cancel or modify 4. exception: B. Donee beneficiaries 1. donee beneficiary: 2. either promisee or donee can sue promisor for not performing

VI. Third party beneficiary contracts (cont.) C. Creditor beneficiaries 1. definition: 2. rights against both promisee & promisor 3. Figure 15-4, p.224 D. Incidental beneficiaries