Wisconsin Statutes

Wis. Stat. § 402.210 (2026)

Delegation of performance; assignment of rights

✓ current as of July 2026

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402.210402.210 Delegation of performance; assignment of rights.

402.210(1)(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 his or her 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.

402.210(2)(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 the 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 the assignor’s entire obligation can be assigned despite agreement otherwise.

402.210(3)(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 sub. (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:

402.210(3)(a)(a) 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

402.210(3)(b)(b) 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.

402.210(4)(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.

402.210(5)(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.

402.210(6)(6) The other party may treat any assignment which delegates performance as creating reasonable grounds for insecurity and may without prejudice to his or her rights against the assignor demand assurances from the assignee (s. 402.609).

402.210 HistoryHistory: 1991 a. 316; 2001 a. 10.

Notes of Decisions

Cited in 4 cases, 2004–2011 · leading case: Yorgan v. Durkin, 2006 WI 60 (Wis. 2006).

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Yorgan v. Durkin, 2006 WI 60 (Wis. 2006). · cites it 6× “[5] The Riegleman court relied, in part, on Wis. Stat. § 402.210 (5), a statutory provision pertaining to assignments and found within Wisconsin's version of the Uniform Commercial Code in the chapter covering sales contracts.”

Est. of Kriefall v. Sizzler USA Franchise, Inc., 2011 WI App 101 (Wis. Ct. App. 2011). · cites it 6× “See Wis. Stat. § 402.210 (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 his or her original promisor perform or control the acts required by the contract.”

Riegleman v. Krieg, 2004 WI App 85 (Wis. Ct. App. 2004). “§ 402.210(5) explains: An assignment... of "all my rights under the contract" or an assignment in similar general terms is an-assignment of rights and.”

Yorgan v. Durkin, 690 N.W.2d 884 (Wis. Ct. App. 2004). · cites it 2× “§ 402.210(5): An assignment ... of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and .”

— Wis. Stat. § 402.210(5) — 3 cases

Yorgan v. Durkin, 2006 WI 60 (Wis. 2006). “[5] The Riegleman court relied, in part, on Wis. Stat. § 402.210 (5), a statutory provision pertaining to assignments and found within Wisconsin's version of the Uniform Commercial Code in the chapter covering sales contracts.”

Yorgan v. Durkin, 690 N.W.2d 884 (Wis. Ct. App. 2004). “§ 402.210(5): An assignment ... of "all my rights under the contract" or an assignment in similar general terms is an assignment of rights and .”

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