What is delegation of duties in a contract?

Delegation is the transfer of contractual obligations to a third party. The original party remains liable if the third party fails to perform properly.

Am I still responsible after delegating my duties?

Yes. Delegation transfers the work but not the liability. You remain responsible to the other contracting party unless all parties agree to a novation, which substitutes a new party entirely.

When can duties not be delegated?

Duties cannot be delegated when the contract prohibits it, when the duty requires personal skill or judgment, or when the other party has a substantial interest in personal performance.

Delegation of Duties: Transferring Contract Obligations

What Is Delegation of Duties?

Delegation of duties is the transfer of contractual obligations from the original party (the delegator) to a third party (the delegatee). Unlike assignment (which transfers rights), delegation transfers the responsibility to perform. The critical point: delegation transfers the work, but the original party remains liable if the delegatee fails to perform.

How It Works

Party A has an obligation to Party B under a contract
Party A delegates (transfers) the duty to perform to Party C
Party C now performs the obligation
Party A remains liable to Party B if Party C fails to perform properly

When Delegation Is Allowed

Delegation is generally permitted unless:

The contract prohibits it — many contracts include anti-delegation or anti-assignment clauses
The duty involves personal skill or judgment — you cannot delegate a duty to paint a portrait if you were hired specifically for your artistic talent
The other party has a substantial interest in having the original party perform — such as personal services contracts
Public policy prohibits it — certain regulated duties cannot be delegated

Delegation vs. Assignment

Assignment transfers rights (what you can receive)
Delegation transfers duties (what you must do)
Both can occur simultaneously — when someone "assigns a contract," they often assign rights and delegate duties together

The Liability Issue

The most important concept: delegation does not release the delegator from liability. Even after delegating, you remain responsible if the delegatee fails. Only a "novation" — where all parties agree to substitute a new party — releases the original party.

When to Consult a Lawyer

Consider consulting an attorney if you want to delegate your contractual duties, or if the other party to your contract has delegated their obligations to a third party you did not agree to work with.

This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.