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Signed Agreement Requiring Any Modification or Rescission to Appear in a Signed Writing Under Article 2, the parties may, in a signed agreement, provide that for any modification or rescission to be effective, the modification or rescission itself must appear in a signed writing. In this case, any attempted modification or rescission other than by a signed writing is ineffective. However, special rules apply to a transaction between a merchant and a nonmerchant (usually, a consumer). Here, if the requirement of a signed writing appears on a form supplied by the merchant, then for the requirement to be effective, the nonmerchant must separately sign the requirement. As with the statute of frauds, if any attempted modification would fail under this rule, it may instead operate as a waiver. [U.C.C. § 2-209(2), (4), cmt. 3 (1951).] Delegation and Assignment As at common law, under Article 2, the parties may generally delegate their contractual duties or assign their contractual rights to third parties. Section 2-210 sets forth the rules governing assignment and delegation in Article 2. 1. Delegation Under Article 2, a party may generally perform her contractual duties through a third-party delegate. A party may not delegate her duties to a third party, however, if (1) the parties have agreed to prohibit or limit delegation, (2) delegation would contravene public policy or a statute, or (3) the counterparty has a substantial interest in having the party herself (the original promisor), as opposed to a third party, perform or control the required contractual acts. Apart from these exceptions, a party may delegate her duties with or without the counterparty’s consent. However, even if a party validly delegates her contractual duties, she is not relieved of her ultimate duty to perform, nor of liability for any breach. [U.C.C. § 2-210(1) (1951); 2A Anderson U.C.C. §§ 2-210:53, 2-210:54 (3d. ed.), Westlaw (database updated June 2021).] a. Prohibition on Delegation if the Counterparty Has a Substantial Interest in Having the Original Promisor Perform or Control Performance The nondelegating counterparty has a substantial interest in the original promisor either performing or controlling performance if, for the counterparty to get what she bargained for, the original promisor must be the one to render or control performance directly and personally . This rule perhaps applies most often to contracts for personal services. Here, the term personal services mean services of a distinctly personal nature whose value is tied up in the particular promisor’s identity and credentials, as opposed to services performable by virtually any qualified worker. [ See 2A Anderson U.C.C. § 2-210:55 (3d. ed.),
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