J. MILLARD TAWES, Governor                        801

except by a signed writing cannot be otherwise modified or rescinded
but except as between merchants such a requirement on a form sup-
plied by the merchant must be separately signed by the other party.

(3) The requirements of the Statute of Frauds section of this Sub-
title (Section 2—201) must be satisfied if the contract as modified is
within its provisions.

(4) Although an attempt at modification or rescission does not
satisfy the requirements of sub-section (2) or (3) it can operate as
a waiver.

(5) A party who has made a waiver affecting an executory portion
of the contract may retract the waiver by reasonable notification re-
ceived by the other party that strict performance will be required of
any term waived, unless the retraction would be unjust in view of a
material change of position in reliance on the waiver.

2—210. Delegation of Performance; Assignment of Rights.

(1)  A party may perform his duty through a delegate unless other-
wise agreed or unless the other party has a substantial interest in
having his original promisor perform or control the acts required
by the contract. No delegation of performance relieves the party
delegating of any duty to perform or any liability for breach.

(2)   Unless otherwise agreed all rights of either seller or buyer
can be assigned except where the assignment would materially change
the duty of the other party, or increase materially the burden or risk
imposed on him by his contract, or impair materially his chance of
obtaining return performance. A right to damages for breach of the
whole contract or a right arising out of the assignor's due perform-
ance of his entire obligation can be assigned despite agreement
otherwise.

(3)   Unless the circumstances indicate the contrary a prohibition
of assignment of "the contract" is to be construed as barring only
the delegation to the assignee of the assignor's performance.

(4) An assignment of "the contract" or of "all my rights under
the contract" or an assignment in similar general terms is an assign-
ment of rights and unless the language or the circumstances (as in
an assignment for security) indicate the contrary, it is a delegation
of performance of the duties of the assignor and its acceptance by
the assignee constitutes a promise by him to perform those duties.
This promise is enforceable by either the assignor or the other party
to the original contract.

(5) The other party may treat any assignment which delegates
performance as creating reasonable grounds for insecurity and may
without prejudice to his rights against the assignor demand assur-
ances from the assignee (Section 2—609).

Part 3

General Obligation and Construction of Contract
2—301. General Obligations of Parties.

The obligation of the seller is to transfer and deliver and that of
the buyer is to accept and pay in accordance with the contract.