Contracts II

Restatement Second of Contracts § 322


Contractual Prohibition of Assignment

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  1. Unless the circumstances indicate the contrary, a contract term prohibiting assignment of "the contract" bars only the delegation to an assignee of the performance by the assignor of a duty or condition.
  2. A contract term prohibiting assignment of rights under the contract, unless a different intention is manifested,
    1. does not forbid assignment of 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;
    2. gives the obligor a right to damages for breach of the terms forbidding assignment but does not render the assignment ineffective;
    3. is for the benefit of the obligor, and does not prevent the assignee from acquiring rights against the assignor or the obligor from discharging his duty as if there were no such prohibition.