5/23/2024

Contracts and Sales MBE PQ Session #2 (34)

1. CORRECT
Promisee’s recovery for breach after promisor delegates duties.

Versus Promisor Versus delegate

Informal delegation X
Contractual delegation X X
Contractual delegation + X
release (novation)
Contractual duties can generally be delegated by a party (promisor) to a nonparty (delegate). But
even after a delegation of duties, the promisor remains liable for breach if the delegate fails to
perform – unless the promisee agrees to release the promisor and substitute a new one through a
novation.
Merely consenting to the delegation does not create a novation.
A valid novation requires that:

 Promisor repudiate liability to the promisee, and

 The promisee subsequently accept performance of the original agreement from the
delegatee without reserving rights against the promisor.
Here, the company-promisor delegated its duty to build the pool to an independent contractor-
delegatee. After the delegation, the homeowner-promisee did not expressly or impliedly release
the company from liability under the original contract. As a result, there was no novation and the
company remained liable on the contract. And since the independent contractor did not perform,
the homeowner can sue the company for that breach.

2. INCORRECT.
Parole Evidence Rule
RULE STMT: PER generally bars evidence of prior or contemporaneous agreements that
contradict the terms of an integrated writing, i.e., a writing that presents the final express of the
parties’ agreement.
- A writing may be fully or partially integrated.
- UCC presumes that a k for the sale of goods is only partially integrated.
- Evidence that supplements a written contract is admissible, but evidence that contradicts
the writing is inadmissible.
3. INCORRECT.