{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/8.2-210.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/8.2-210.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/8.2-210.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/8.2-210.html"}],"law_id":68268,"edition_id":1,"section_id":68268,"structure_id":14578,"section_number":"8.2-210","catch_line":"Delegation of performance; assignment of rights","history":"1964, c. 219; 2000, c. 1007.","full_text":"1\n\nA 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.2\n\nExcept as otherwise provided in § 8.9A-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 him by his contract, or impair materially his 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 his entire obligation can be assigned despite agreement otherwise.3\n\nThe 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) 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.4\n\nUnless 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.5\n\nAn 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 him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.6\n\nThe other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (§ 8.2-609).","order_by":null,"text":{"0":{"id":246997,"text":"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.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"next_prefix":"2"},"1":{"id":246998,"text":"Except as otherwise provided in § 8.9A-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 him by his contract, or impair materially his 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 his entire obligation can be assigned despite agreement otherwise.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"2":{"id":246999,"text":"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) 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.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"3":{"id":247000,"text":"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.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"4":{"id":247001,"text":"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 him to perform those duties. This promise is enforceable by either the assignor or the other party to the original contract.","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"5":{"id":247002,"text":"The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (§ 8.2-609).","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5"}},"ancestry":[{"id":14578,"edition_id":1,"name":"Form, Formation and Readjustment of Contract","identifier":"2","label":"part","depth":2,"order_by":1,"parent_id":13346,"metadata":{},"date_created":"2026-06-26 03:48:45","date_modified":"2026-06-26 03:48:45","permalink":{"id":281963,"object_type":"structure","relational_id":14578,"identifier":"2","token":"8.2\/2","url":"\/8.2\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13346,"edition_id":1,"name":"Commercial Code - Sales","identifier":"8.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:41","date_modified":"2026-06-26 03:44:41","permalink":{"id":281931,"object_type":"structure","relational_id":13346,"identifier":"8.2","token":"8.2","url":"\/8.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":66381,"structure_id":14578,"section_number":"8.2-201","catch_line":"Formal requirements; statute of frauds","url":"\/8.2-201\/","token":"8.2\/2\/8.2-201","metadata":false},{"id":67343,"structure_id":14578,"section_number":"8.2-202","catch_line":"Final expression; parol or extrinsic evidence","url":"\/8.2-202\/","token":"8.2\/2\/8.2-202","metadata":false},{"id":85087,"structure_id":14578,"section_number":"8.2-203","catch_line":"Seals inoperative","url":"\/8.2-203\/","token":"8.2\/2\/8.2-203","metadata":false},{"id":81020,"structure_id":14578,"section_number":"8.2-204","catch_line":"Formation in general","url":"\/8.2-204\/","token":"8.2\/2\/8.2-204","metadata":false},{"id":82181,"structure_id":14578,"section_number":"8.2-205","catch_line":"Firm offers","url":"\/8.2-205\/","token":"8.2\/2\/8.2-205","metadata":false},{"id":70423,"structure_id":14578,"section_number":"8.2-206","catch_line":"Offer and acceptance in formation of contract","url":"\/8.2-206\/","token":"8.2\/2\/8.2-206","metadata":false},{"id":83629,"structure_id":14578,"section_number":"8.2-207","catch_line":"Additional terms in acceptance or confirmation","url":"\/8.2-207\/","token":"8.2\/2\/8.2-207","metadata":false},{"id":56068,"structure_id":14578,"section_number":"8.2-208","catch_line":"Repealed","url":"\/8.2-208\/","token":"8.2\/2\/8.2-208","metadata":false},{"id":78234,"structure_id":14578,"section_number":"8.2-209","catch_line":"Modification, rescission, and waiver","url":"\/8.2-209\/","token":"8.2\/2\/8.2-209","metadata":false},{"id":68268,"structure_id":14578,"section_number":"8.2-210","catch_line":"Delegation of performance; assignment of rights","url":"\/8.2-210\/","token":"8.2\/2\/8.2-210","metadata":false}],"previous_section":{"id":78234,"structure_id":14578,"section_number":"8.2-209","catch_line":"Modification, rescission, and waiver","url":"\/8.2-209\/","token":"8.2\/2\/8.2-209","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/8.2-210\/","history_text":"

This law was first created in 1964. The record of its establishment is cataloged in chapter 219 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1964 \u201cActs\u201d aren\u2019t available online. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2000, chapter 1007<\/a>.<\/p>","references":false,"refers_to":[{"id":70729,"section_number":"8.2-609","catch_line":"Right to adequate assurance of performance","order_by":null,"url":"\/8.2-609\/"},{"id":78910,"section_number":"8.9A-406","catch_line":"Discharge of account debtor; notification of assignment; identification and proof of assignment; restrictions on assignment of accounts, chattel paper, payment intangibles, and promissory notes ineffective","order_by":null,"url":"\/8.9A-406\/"}],"permalink":{"id":282001,"object_type":"law","relational_id":68268,"identifier":"8.2-210","token":"8.2\/2\/8.2-210","url":"\/8.2-210\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/8.2-210\/","token":"8.2\/2\/8.2-210","dublin_core":{"Title":"Delegation of performance; assignment of rights","Type":"Text","Format":"text\/html","Identifier":"\u00a7 8.2-210","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

1.<\/span> A party<\/span> may perform his duty through a delegate unless otherwise agreed or unless the other party<\/span> has a substantial interest in having his original promisor perform or control the acts required by the contract<\/span>. No delegation of performance relieves the party<\/span> delegating of any duty to perform or any liability for breach. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Except as otherwise provided in § 8.9A-406<\/a>, 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<\/span>, or increase materially the burden or risk imposed on him by his contract<\/span>, or impair materially his chance of obtaining return performance. A right to damages<\/span> for breach of the whole contract<\/span> or a right arising out of the assignor’s due performance of his entire obligation can be assigned despite agreement otherwise. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The creation, attachment<\/span>, perfection, or enforcement of a security interest in the seller’s interest under a contract<\/span> 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) unless, and then only to the extent that, enforcement actually results in a delegation of material<\/span> performance of the seller. Even in that event, the creation, attachment<\/span>, perfection, and enforcement of the security interest remain effective, but (i) the seller is liable to the buyer for damages<\/span> caused by the delegation to the extent that the damages<\/span> could not reasonably be prevented by the buyer and (ii) a court<\/span> having jurisdiction<\/span> may grant other appropriate relief, including cancellation of the contract<\/span> for sale or an injunction<\/span> against enforcement of the security interest or consummation of the enforcement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Unless the circumstances indicate the contrary a prohibition of assignment of “the contract<\/span>” is to be construed as barring only the delegation to the assignee of the assignor’s performance. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> An assignment of “the contract<\/span>” or of “all my rights under the contract<\/span>” 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 him to perform those duties. This promise is enforceable by either the assignor or the other party<\/span> to the original contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The other party<\/span> may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his rights against the assignor demand assurances from the assignee (§ 8.2-609<\/a>). <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDELEGATION OF PERFORMANCE; ASSIGNMENT OF RIGHTS (\u00a7 8.2-210)\n\n1. A party may perform his duty through a delegate unless otherwise agreed or\nunless the other party has a substantial interest in having his original\npromisor perform or control the acts required by the contract. No delegation of\nperformance relieves the party delegating of any duty to perform or any\nliability for breach.\n\n2. Except as otherwise provided in § 8.9A-406, unless otherwise agreed all\nrights of either seller or buyer can be assigned except where the assignment\nwould materially change the duty of the other party, or increase materially the\nburden or risk imposed on him by his contract, or impair materially his chance\nof obtaining return performance. A right to damages for breach of the whole\ncontract or a right arising out of the assignor’s due performance of his\nentire obligation can be assigned despite agreement otherwise.\n\n3. The creation, attachment, perfection, or enforcement of a security interest\nin the seller’s interest under a contract is not a transfer that\nmaterially changes the duty of or increases materially the burden or risk\nimposed on the buyer or impairs materially the buyer’s chance of obtaining\nreturn performance within the purview of subsection (2) unless, and then only to\nthe extent that, enforcement actually results in a delegation of material\nperformance of the seller. Even in that event, the creation, attachment,\nperfection, and enforcement of the security interest remain effective, but (i)\nthe seller is liable to the buyer for damages caused by the delegation to the\nextent that the damages could not reasonably be prevented by the buyer and (ii)\na court having jurisdiction may grant other appropriate relief, including\ncancellation of the contract for sale or an injunction against enforcement of\nthe security interest or consummation of the enforcement.\n\n4. Unless the circumstances indicate the contrary a prohibition of assignment of\n“the contract” is to be construed as barring only the delegation to\nthe assignee of the assignor’s performance.\n\n5. An assignment of “the contract” or of “all my rights under\nthe contract” or an assignment in similar general terms is an assignment\nof rights and unless the language or the circumstances (as in an assignment for\nsecurity) indicate the contrary, it is a delegation of performance of the duties\nof the assignor and its acceptance by the assignee constitutes a promise by him\nto perform those duties. This promise is enforceable by either the assignor or\nthe other party to the original contract.\n\n6. The other party may treat any assignment which delegates performance as\ncreating reasonable grounds for insecurity and may without prejudice to his\nrights against the assignor demand assurances from the assignee (§\n8.2-609).\n\nHISTORY: 1964, c. 219; 2000, c. 1007.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}