-Plaintiff news association claimed that defendant’s employment contract was assignable by D’s former employer without D's consent, and asked for an injunction enforcing the contract. Defendant contended that his contract with his former employer required him to perform unique services, and because of his personal relationship with his former employer the contract was not assignable.
-The court ruled for plaintiff, finding that the lack of a special relationship between defendant and his former employer precluded the contract from falling within the personal services exception to the general rule of assignability.
-Parol evidence was not admissible to vary the terms of the contract, and a merger clause stating that the contract embodied the final and exclusive understanding of the parties was given full effect absent the court’s finding of any ambiguity in the contract.
-In diversity action, plaintiff news association sought permanent injunctive relief from district court (District of Columbia), requiring defendant’s performance of employment contract purportedly assigned from defendant’s former employer.
-Contract rights, which are assignable as a general rule, are not assignable if the contract calls for the rendition of personal services based on a relationship of confidence between the parties or if the assignment would vary materially the duty of the obligor, increase materially the burden of risk imposed by the contract, or impair materially the obligor’s chance of obtaining return performance.
-If a person is arguing that there is a material change, a quick way to see if it’s material is to look and see if it’s in the K, whether there has been significant changes.
-Contract rights as a general rule are assignable. This rule, however, is subject to exception where the assignment would vary materially the duty of the obligor, increase materially the burden of risk imposed by the contract, or impair materially the obligor’s chance of obtaining return performance.
-Duties under a personal services contract involving special skill or ability are generally not delegable by the one obligated to perform, absent the consent of the other party.
-The general rule of assignability is also subject to exception where the contract calls for the rendition of personal services based on a relationship of confidence between the parties. In almost all cases where a contract is said to be non-assignable because it is personal, what is meant is not that the contractor’s right is not assignable, but that the performance required by his duty is a personal performance and that an attempt to perform by a substituted person would not discharge the contractor’s duty.
-The policy against the assignment of personal service contracts is to prohibit an assignment of a contract in which the obligor undertakes to serve only the original obligee.
-The injunction was granted and the contract held assignable, because parol evidence was not admissible to vary the terms of defendant’s employment contract, and performance required by defendant was not based on special relationship between defendant and his former employer.