REG Contracts · Updated November 2026

Assignment or Delegation: Is Someone Transferring a Right or a Duty?

Assignment transfers rights. Delegation transfers duties.

Assignment

Transfers contractual rights to the assignee.

Delegation

Transfers contractual duties to another party, but the delegating party can remain liable unless released under an applicable rule such as novation.

Third-party beneficiary

An intended third-party beneficiary can sometimes obtain enforceable rights, unlike a merely incidental beneficiary.

Novation

A novation can substitute a new party and release the original party when applicable requirements are satisfied.

The takeaway

Assignment changes who receives performance. Delegation changes who performs. A third-party beneficiary may gain enforceable rights without being an original contracting party.

Related Summit guides

Contract formationContinue with a related Summit CPA Review guide.Contract remediesContinue with a related Summit CPA Review guide.AgencyContinue with a related Summit CPA Review guide.

FAQ

Does delegation automatically release the original obligor?

No.

Can every contract right be assigned?

No.

Does an incidental beneficiary normally enforce the contract?

Generally no.