Langel v. Betz Case Brief

Summary of Langel v. Betz
Ct of App NY [1928]

Delegation of Duties

Relevant Facts: Pl, Langel made a contract w/ Hurwitz and Hollander for the sale of real property. They in assigned the contract to Benedict, who assigned it to Df, Betz. The assignment contained no delegation to the assignee of the performance of the assignor’s duties. The date for performance of the contract was originally Oct 2, but this was extended until Oct 15 at the request of the Df who was the last assignee of the vendees. Df asked for a postponement b/c the title company had not completed its search and report. The Df then refused to perform and did not appear at the place/time specified, but the Pl did. There was no novation, no express assumption of the obligations of the assignor in the assignment, and no demand for performance by the assignee.

Legal Issue(s): Whether the vendor can obtain specific performance of a contract against the assignee of the vendee, when purchaser’s assignee(Df) requested an extension of time for performance?Court’s Holding: No

Procedure: Special Term judgment of specific performance for Pl; App Div Affirmed; Df appealed, Ct of App Reversed and dismissed.

Law or Rule(s): The mere assignment of a bilateral executory contract may not be interpreted as a promise by the assignee to the assignor to assume the performance of the assignor’s duties, so as to have the effect of creating a new liability on the part of the assignee to the other party to the contract assigned. The assignee of the vendee is under no personal engagement to the vendor where there is no privity between them.

Court Rationale: The assignee may, however, expressly or impliedly, bind himself to perform the assignor’s duties. This he may do by contract with the assignor or with the other party to the contract. where the assignee of the vendee invokes the aid of a court of equity in an action for specific performance, he impliedly binds himself to perform on his part and subjects himself to the conditions of the judgment appropriate thereto. ‘He who seeks equity must do equity.’

1-Acceptance by the assignee of an assignment is interpreted, in the absence of circumstances showing a contrary intention, as both as assent to become an assignee of the assignor’s rights and as a promise to the assignor to assume the performance of the assignor’s duties.’ This promise to the assignor would then be available to the other party to the contract.

Purchaser’s assignee is under no personal engagement to vendor, where there is no privity between them, but assignee may bind himself to perform assignor’s duties. Request by purchaser’s assignee for extension of time for performance did not render contract specifically enforceable against him.

Plaintiff’s Argument: The probable intention of the assignee is ordinarily to assume duties as well as rights, and that the contract should be so interpreted in the absence of circumstances showing a contrary intention.

Defendant’s Argument: The request for an extension of time by the Df was an assertion of a right under the K, was equivalent in legal effect to the demand for performance of the contract by the Df assignee.



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