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Illinois Compiled Statutes

810 ILCS 5/2-210 (2026)

Delegation of performance; assignment of rights

✓ current as of May 2026
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(810 ILCS 5/2-210) (from Ch. 26, par. 2-210)
    Sec. 2-210. Delegation of performance; assignment of rights.
    (1) 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.
    (2) Except as otherwise provided in Section 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 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) 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 with 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) 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.
    (5) 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.
    (6) 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 (Section 2-609).
(Source: P.A. 91-893, eff. 7-1-01.)


 
    (810 ILCS 5/Art. 2 Pt. 3 heading)
PART 3. GENERAL OBLIGATION AND CONSTRUCTION OF CONTRACT

    
Notes of Decisions
Cited in 6 cases, 1994–2014 · leading case: Pine Top Receivables of Illinois, LLC v. Banco De Seguros Del Estado, 771 F.3d 980 (7th Cir. 2014).
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Pine Top Receivables of Illinois, LLC v. Banco De Seguros Del Estado, 771 F.3d 980 (7th Cir. 2014). “” 810 ILCS 5/2-210(5). If an assignment includes such language, the UCC tells us that the transfer is subject to “all terms of the agreement.”
Transp. & Transit Assocs., Inc. v. Morrison Knudsen Corp., Cross-Appellee, 255 F.3d 397 (7th Cir. 2001). “See also Restatement § 318(3); 810 ILCS 5/2-210(1) (“No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.”
Terry R. Beachler, Randall A. Greene, Wayne T. Neal v. Amoco Oil Co., Johnson Oil Co., & Smith Oil Co. of Kankakee, 112 F.3d 902 (7th Cir. 1997). “” 810 ILCS 5/2-210(2). Whether an assignment will be proscribed under Illinois law for either of those reasons “is a question to be decided on the facts of a particular case.”
YCB Int'l, Inc. v. UCF Trading Co., 904 F. Supp. 2d 870 (N.D. Ill. 2012). “” 810 ILCS 5/2-210(4). The next question, however, is whether the Seller’s duties under the contract, which cannot be delegated, include manufacturing the goods that UCF ordered in its purchase orders.”
Baxter Healthcare Corp. v. O.R. Concepts, Inc., 869 F. Supp. 606 (N.D. Ill. 1994). “’s stock by Elder and others to Vital was *610 an impermissible delegation of performance and assignment of rights contrary to section 2-210 of the Uniform Commercial Code 810 ILCS 5/2-210 (West 1993). Specifically, Baxter alleges that it had a substantial interest in having O.”
In Re Nedwick Steel Co., Inc., 289 B.R. 95 (Bankr. N.D. Ill. 2003). “810 ILCS 5/2-210(2). Thus, under Illinois law, there are three statutory restrictions on the assignment of contracts: (1) where assignment “would materially change the duty of the other party”; (2) where it would “materially increase the burden or risk imposed on him by his…”
— 810 ILCS 5/2-210(1) — 1 case
Transp. & Transit Assocs., Inc. v. Morrison Knudsen Corp., Cross-Appellee, 255 F.3d 397 (7th Cir. 2001). “See also Restatement § 318(3); 810 ILCS 5/2-210(1) (“No delegation of performance relieves the party delegating of any duty to perform or any liability for breach.”
— 810 ILCS 5/2-210(2) — 2 cases
Terry R. Beachler, Randall A. Greene, Wayne T. Neal v. Amoco Oil Co., Johnson Oil Co., & Smith Oil Co. of Kankakee, 112 F.3d 902 (7th Cir. 1997). “” 810 ILCS 5/2-210(2). Whether an assignment will be proscribed under Illinois law for either of those reasons “is a question to be decided on the facts of a particular case.”
In Re Nedwick Steel Co., Inc., 289 B.R. 95 (Bankr. N.D. Ill. 2003). “810 ILCS 5/2-210(2). Thus, under Illinois law, there are three statutory restrictions on the assignment of contracts: (1) where assignment “would materially change the duty of the other party”; (2) where it would “materially increase the burden or risk imposed on him by his…”
— 810 ILCS 5/2-210(4) — 1 case
YCB Int'l, Inc. v. UCF Trading Co., 904 F. Supp. 2d 870 (N.D. Ill. 2012). “” 810 ILCS 5/2-210(4). The next question, however, is whether the Seller’s duties under the contract, which cannot be delegated, include manufacturing the goods that UCF ordered in its purchase orders.”
— 810 ILCS 5/2-210(5) — 1 case
Pine Top Receivables of Illinois, LLC v. Banco De Seguros Del Estado, 771 F.3d 980 (7th Cir. 2014). “” 810 ILCS 5/2-210(5). If an assignment includes such language, the UCC tells us that the transfer is subject to “all terms of the agreement.”
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