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A small bakery contracted to buy 400 custom-labeled flour bags each month from a mill for one year. The contract stated that "neither party may assign or delegate without written consent." After three months, the bakery assigned to a lender its right to receive any damages if the mill breached. The bakery also attempted to transfer to a national grocery chain the right to receive the remaining monthly flour deliveries. The chain planned to demand different packaging and stricter delivery windows than the bakery had required.
The mill later delegated its bagging and delivery obligations to a warehouse company without the bakery's consent. The warehouse company delivered late and mislabeled several shipments. The mill argues that the lender's damages assignment is invalid, that the chain must accept delivery if it wants the bags, and that the mill is not liable for the warehouse company's poor performance.
Analyze the parties' rights and liabilities under Article 2.