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

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Multi-State
County:
Pima
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

(1) A contract for saleimposes an obligation on each party that the other's expectation of receiving due performance will not be impaired.

Comment: Under the Uniform Commercial Code (UCC), when a party to an agreement for the purchase or sale of goods has reasonable grounds to believe its counterparty will not perform as promised, the party may make a written demand for assurance of due performance from the counterparty.

When a Failure to Give Assurance May Be Treated as a Repudiation (1) Where reasonable grounds arise to believe that the obligor will commit a breach by non-performance that would of itself give the obligee a claim for damages for total breach under § 243, the obligee may demand adequate as- surance of due performance

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 party receiving the demand is required to provide adequate assurance of its intended performance under the contract within a reasonable time but in no event more than 30 days after its receipt of the demand request.

The party receiving the demand is required to provide adequate assurance of its intended performance under the contract within a reasonable time but in no event more than 30 days after its receipt of the demand request.

Key Takeaway. The duty to perform a contractual obligation may usually be delegated to a third party. Such delegation, however, does not discharge the delegator, who remains liable on the contract absent a novation.

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.

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