Sales and Leases | 79
Westlaw (database updated June 2021); Mitchell-Huntley Cotton Co., Inc. v. Waldrep , 377 F.Supp. 1215 (N.D. Ala. 1974).]
Example : A painter was renowned the world over for her skill at painting impeccable, lifelike portraits. A wealthy socialite contracted with the painter to paint a large portrait of the socialite. The painter later tried to delegate this work to her apprentice. Here, the UCC most likely prohibits this delegation. The socialite entered the contract to have the painter, with all her renown and proven skill, paint the portrait. The apprentice may be perfectly competent at painting portraits, but his name does not carry nearly the same gravitas as the painter’s. Thus, for the socialite to get what she bargained for, it must be the painter—not someone else—who paints the portrait. [ See Mitchell-Huntley Cotton Co., Inc. v. Waldrep , 377 F.Supp. 1215 (N.D. Ala. 1974).] Compare : A clothier contracted to buy specified quantities of cotton from a cotton farmer. Later, the cotton farmer realized that he had taken on more cotton orders than he could fulfill, so he contracted separately with a neighboring farmer to fulfill the clothier’s order. By and large, the quality of cotton was fairly consistent from one farmer to the next. Here, the farmer may delegate his contractual duties with or without the clothier’s consent. Presumably, any qualified cotton farmer could fulfill the order. Thus, the clothier does not depend on any particular farmer’s performance to receive the benefit of her bargain. [ Adapted from Mitchell-Huntley Cotton Co., Inc. v. Waldrep , 377 F.Supp. 1215 (N.D. Ala. 1974).] b. Delegating a Duty to Pay the Purchase Price Oftentimes, the seller may have an interest in the particular buyer, as opposed to a third party, paying the contract price. For example, the buyer may try to both assign its rights and delegate its payment obligation to a third-party subpurchaser. If the seller reasonably concludes that the third party is an unacceptable credit risk, the seller may refuse to sell to the third party. This rule seems to be a corollary of the broader principle that delegation is impermissible if the nondelegating counterparty has a substantial interest in having the original promisor perform or control performance. [ See 2A Anderson U.C.C. § 2-210:56 (3d. ed.), Westlaw (database updated June 2021).] c. Prohibition on Delegation if It Would Contravene Statute or Public Policy A party cannot delegate her contractual duties if the delegation would contravene public policy or a statute. This rule quite seldom comes into play in contracts for the sale of goods. It much more often applies in contracts governed by the common law.
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