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Notice of Demand for Assurance of Performance Due to Delegation of Performance of Agreement

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Multi-State
Control #:
US-02453BG
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Description

Section 2-609 of the Uniform Commercial Code provides:

(1) A contract for sale imposes an obligation on each party that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return.

(2) Between merchants the reasonableness of grounds for insecurity and the adequacy of any assurance offered shall be determined according to commercial standards.

(3) Acceptance of any improper delivery or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance.

(4) After receipt of a justified demand failure to provide within a reasonable time not exceeding thirty days such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of the contract.

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FAQ

A right cannot be assigned if the assignment will significantly increase or alter the risks to or the duties of the obligor (the party owing performance under the contract).

Delegation of duties exist when a party involved in a contract arranges to have a third party execute some of the duties spelled out in the contract.

What is adequate assurance? The doctrine of adequate assurance allows a contract party with reasonable grounds to believe that its counterparty will be unable to perform, to demand that the counterparty provide adequate assurances that the counterparty will perform its contractual obligations.

Delegation occurs when a party to a contract transfers the authority and responsibility for fulfilling a particular contractual duty to another party.An assignment occurs when the original party to a contract transfers the rights and duties of the contract to another party.

The doctrine of adequate assurance allows a contract party with reasonable grounds to believe that its counterparty will be unable to perform, to demand that the counterparty provide adequate assurances that the counterparty will perform its contractual obligations.

If the buyer fails to provide adequate assurance within thirty days or by the deadline provided, then it will be considered a repudiation of the contract by the buyer, allowing the seller to treat the contract as totally breached.

When reasonable grounds for insecurity arise with respect to the performance of either party the other may in writing demand adequate assurance of due performance and until he receives such assurance may if commercially reasonable suspend any performance for which he has not already received the agreed return.

The difference between assignment and delegation is that an assignment can't increase another party's obligations. Delegation, on the other hand, is a method of using a contract to transfer one party's obligations to another party. Assigning rights is usually easier than delegating, and fewer restrictions are in place.

An assignment of rights agreement refers to a situation in which one party, known as the assignor, shifts contract rights to another party. The party taking on the rights is known as the assignee.

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Notice of Demand for Assurance of Performance Due to Delegation of Performance of Agreement