Contracts/Delegation

Delegation is a term used in the law of contracts to describe the act of giving another person the responsibility of carrying out the performance agreed to in a contract. Three parties are concerned with this act - the party who had incurred the obligation to perform under the contract is called the delegator; the party who assumes the responsibility of performing this duty is called the delegatee; and the party to whom this performance is owed is called the obligee.

A parallel concept to delegation is assignment , which occurs when one party transfers his present rights to receive the benefits accruing to the assignor under that contract. A delegation and an assignment can be accomplished at the same time, although the right to sue for nonpayment always stays with delagator. Under the common law, a contract clause prohibiting assignment also prohibits delegation. Another common law rule requires that a party to a contract can not delegate performance that involves special skills or reputation (although it is possible to have a novation under such circumstances).

A delegation will be null and void if it has any discernable economic impact on the obligee. A task requiring specialized skills or based on the unique characteristics of the promisee can not be delegated. For example, if Bill Clinton were hired to make a speech, he could not delegate the task to another person, even if the other person would give the same speech, word for word.

If the delegation is without consideration, the delagator remains liable for nonperformance, while the delagatee will not liable to anyone for anything. Unlike an assignment, a delegation is virtually always for consideration, and never donative - few people are going to accept the charitable offer to perform a task contracted to someone else.