Michigan Compiled Laws

Mich. Comp. Laws § 440.2210 (2026)

Delegation of performance; assignment of rights.

✓ current as of July 2026

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UNIFORM COMMERCIAL CODE

Act 174 of 1962

440.2210 Delegation of performance; assignment of rights.

Sec. 2210.

(1) A party may perform that party's duty through a delegate unless otherwise agreed or unless the other party has a substantial interest in having that other party's 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) 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 the other party by that other party's contract, or impair materially the other party's 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 or her 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 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) 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 the assignee 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 that other party's rights against the assignor demand assurances from the assignee (section 2609).

History: 1962, Act 174, Eff. Jan. 1, 1964 ;-- Am. 2000, Act 348, Eff. July 1, 2001

Notes of Decisions

Cited in 8 cases, 1968–2012 · leading case: Ferndale Labs., Inc. v. Schwarz Pharma, Inc., 123 F. App'x 641 (6th Cir. 2005).

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Ferndale Labs., Inc. v. Schwarz Pharma, Inc., 123 F. App'x 641 (6th Cir. 2005). · cites it 9× “§ 2-210(2) at Mich. Comp. Laws § 440.2210 (2). Relying on these provisions, Block contends that its distribution arrangement with Schwarz is permitted because the U.”

Macomb Interceptor Drain Drainage Dist. v. Kilpatrick, 896 F. Supp. 2d 650 (E.D. Mich. 2012). · cites it 2× “” (emphasis added)); Mich. Comp. Laws § 440.2210 (5) (same). To the extent that such an assignment permits the assignee to assert claims or causes of action, it does so on the grounds that among the rights that arise under a contract is the right to enforce the provisions of the…”

First of Am. Bank v. Thompson, 552 N.W.2d 516 (Mich. Ct. App. 1996). “[MCL 440.2210; MSA 19.2210.] 3 Defendant additionally argues that this contract falls under the Retail Installment Sales Act, (mrisa), MCL 445.”

Truform, Inc. v. Gen. Motors Corp., 80 F. App'x 968 (6th Cir. 2003). “Mich. Comp. Laws Ann. § 440.2210 (2) (West 1994 & Supp.”

Fed. Deposit Ins. v. Cuvrell (In Re F & T Contractors, Inc.), 17 B.R. 966 (Bankr. E.D. Mich. 1982). “This is the view espoused by the Uniform Commercial Code when it provides: 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…”

Keyes v. Scharer, 165 N.W.2d 498 (Mich. Ct. App. 1968). “” CL 1948, § 440.2210(4), as added by PA 1962, No 174 (Stat Ann 1964 Rev § 19.”

ISRA VISION, AG v. Burton Indus., Inc., 654 F. Supp. 2d 638 (E.D. Mich. 2009). “Similarly, because the building of automation systems “lends itself to substituted performance,” assignment of the duty is not void as a personal services contract.”

Solomon v. Nat'l Serv. Indus., Inc. (In re Klein's Dep't Store, Inc.), 42 B.R. 393 (E.D. Mich. 1984). · cites it 6× “The contract was assigned pursuant to section 440.2210 of the Michigan Uniform Commercial Code.”

— Mich. Comp. Laws § 440.2210(1) — 2 cases

Solomon v. Nat'l Serv. Indus., Inc. (In re Klein's Dep't Store, Inc.), 42 B.R. 393 (E.D. Mich. 1984). “The contract was assigned pursuant to section 440.2210 of the Michigan Uniform Commercial Code.”

— Mich. Comp. Laws § 440.2210(3) — 1 case

Ferndale Labs., Inc. v. Schwarz Pharma, Inc., 123 F. App'x 641 (6th Cir. 2005). “§ 2-210(2) at Mich. Comp. Laws § 440.2210 (2). Relying on these provisions, Block contends that its distribution arrangement with Schwarz is permitted because the U.”

— Mich. Comp. Laws § 440.2210(4) — 2 cases

Keyes v. Scharer, 165 N.W.2d 498 (Mich. Ct. App. 1968). “” CL 1948, § 440.2210(4), as added by PA 1962, No 174 (Stat Ann 1964 Rev § 19.”

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