Excuse needs a connection
Impossibility, impracticability, frustration, and contractual force-majeure clauses differ. Analyze the event, basic assumption, fault, causal effect, risk allocation, and required notices. UCC 2-615 can require fair allocation when capacity is partly affected. Mere increased expense or a real but unrelated storm is not an automatic excuse.
Assignment transfers a right
An assignment can transfer an existing payment right, subject to contractual and legal limits. Relevant underlying contract defenses commonly remain available; UCC 9-404 addresses many assigned receivables, with important waiver and special-rule qualifications. Validate the assignment notice before deciding whom to pay. The invoice creates no greater payment right than the law permits.
Delegation transfers performance
Permitted delegation generally does not discharge the original obligor. UCC 2-210 expressly preserves the delegator's duty and liability. Personal skill and other limitations can restrict delegation. A novation requires the necessary agreement to substitute and discharge an obligor; a new delivery company alone is insufficient.
Beneficiaries need their own analysis
Incidental benefit usually creates no enforcement right. Intended status depends on the agreement and governing law. Under the story's Restatement-style approach, qualifying assent, suit, or material reliance can restrict later changes, subject to reserved powers. Jules is expressly named, given rights, and has materially relied. A voluntary rescheduling requires his informed agreement.
CHANGE ONE FACT
Change one fact: the training contract expressly reserves a valid power to cancel before instruction starts. Jules relies without checking that term. Must reliance always defeat the reserved power?
A. Yes. Reliance always erases written terms.
B. No. Analyze the reserved power, beneficiary rule, notice, and other applicable limits.
C. Yes. Every visitor at the festival is a beneficiary.
Answer: B. Beneficiary rights depend on the contract and jurisdiction. Reliance is important, but the Restatement-style rule itself recognizes reserved modification powers. The story expressly lacks that reservation. Incidental festival visitors are not automatically intended beneficiaries.
UCC 2-210 / UCC 2-615 / UCC 9-404 / CACI (state-specific comparison)
