Macke Co. v. Pizza of Gaithersburg, Inc.
259 Md. 479
Facts:
-Appellees arranged to have installed in each of their locations cold drink vending machines owned by vendor, and this arrangement was formalized by contracts for terms of one year.
-Vendor’s assets were subsequently purchased by appellant and the six contracts were assigned to appellant by vendor.
-Appellees attempted to terminate the five contracts! [jerks]
-Appellant brought suit for damages for breach of contract.
-The lower court held for appellees, basing its decision on the vendor’s improper delegation of duties to appellant and the lack of reasonable certainty with respect to appellant’s damages claim.
-Court reversed as to the liability issue, holding that the subject contracts were not ones that required personal services or exceptional skill; consequently, the performance of duties could be delegated. -The court remanded the matter with respect to damages.
Procedural History:
Appeal from the Circuit Court for Montgomery County (in Maryland) in appellant’s breach of contract action against appellee.
Rules:
-Unless otherwise agreed, contactual duties can be delegated unless they require such unique and personal service that this would materially change the nature of performance.
-Rare genius and extraordinary skill are not transferable, and contracts for their employment are therefore personal, and cannot be assigned.
-Performance or offer of performance by a person delegated has the same legal effect as performance or offer of performance by the person named in the contract, unless performance by the person delegated varies or would vary materially from performance by the person named in the contract as the one to perform, and there has been no assent to the delegation.
Analysis:
-In the absence of a contrary provision rights and duties under an executory bilateral contract may be assigned and delegated, subject to the exception that duties under a contract to provide personal services may never be delegated, nor rights be assigned under a contract where delectus personae was an ingredient of the bargain. [don't you just love latin?]
-Rare genius and extraordinary skill are not transferable, and contracts for their employment are therefore personal, and cannot be assigned.
-Performance or offer of performance by a person delegated has the same legal effect as performance or offer of performance by the person named in the contract, unless performance by the person delegated varies or would vary materially from performance by the person named in the contract as the one to perform, and there has been no assent to the delegation.
Conclusion:
Judgment reversed as to liability because delegation of duties was not improper. The matter was remanded for a new trial on the question of damages.
259 Md. 479
Facts:
-Appellees arranged to have installed in each of their locations cold drink vending machines owned by vendor, and this arrangement was formalized by contracts for terms of one year.
-Vendor’s assets were subsequently purchased by appellant and the six contracts were assigned to appellant by vendor.
-Appellees attempted to terminate the five contracts! [jerks]
-Appellant brought suit for damages for breach of contract.
-The lower court held for appellees, basing its decision on the vendor’s improper delegation of duties to appellant and the lack of reasonable certainty with respect to appellant’s damages claim.
-Court reversed as to the liability issue, holding that the subject contracts were not ones that required personal services or exceptional skill; consequently, the performance of duties could be delegated. -The court remanded the matter with respect to damages.
Procedural History:
Appeal from the Circuit Court for Montgomery County (in Maryland) in appellant’s breach of contract action against appellee.
Rules:
-Unless otherwise agreed, contactual duties can be delegated unless they require such unique and personal service that this would materially change the nature of performance.
-Rare genius and extraordinary skill are not transferable, and contracts for their employment are therefore personal, and cannot be assigned.
-Performance or offer of performance by a person delegated has the same legal effect as performance or offer of performance by the person named in the contract, unless performance by the person delegated varies or would vary materially from performance by the person named in the contract as the one to perform, and there has been no assent to the delegation.
Analysis:
-In the absence of a contrary provision rights and duties under an executory bilateral contract may be assigned and delegated, subject to the exception that duties under a contract to provide personal services may never be delegated, nor rights be assigned under a contract where delectus personae was an ingredient of the bargain. [don't you just love latin?]
-Rare genius and extraordinary skill are not transferable, and contracts for their employment are therefore personal, and cannot be assigned.
-Performance or offer of performance by a person delegated has the same legal effect as performance or offer of performance by the person named in the contract, unless performance by the person delegated varies or would vary materially from performance by the person named in the contract as the one to perform, and there has been no assent to the delegation.
Conclusion:
Judgment reversed as to liability because delegation of duties was not improper. The matter was remanded for a new trial on the question of damages.
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