ABSTRACT
As a general matter, parties have the right to delegate and assign their duties under a contract to another party unless the contract expressly forbids any such assignment or delegation. In fact, in the United States, the right to assign payments cannot be prohibited. This notion is in line with the U.S. principle of “freedom of contract,” which provides that parties are free to enter into contracts between themselves on any terms so long as these terms are not contrary to public policy. However, U.S. courts will not “find” terms in a contract if the parties have not included these terms in the contract (on the theory that the parties were free when they entered into the contract to include any terms that they so desired). If the parties chose not to include a particular term (consciously or in oversight), it is not the court’s responsibility to negotiate or reform contracts, simply to interpret and enforce them.
