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Langel v. Betz - 250 N.Y. 159, 164 N.E. 890 (1928)

Rule:

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. 

Facts:

On August 1, 1925, a vendor made a contract with vendees Irving W. Hurwitz and Samuel Hollander for the sale of certain real property. The vendees assigned the contract to Benedict, who in turn assigned it to Isidor 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 set for October 2, 1925 but was extended to October 15, 1925, at the request of Betz, the last assignee of the vendees. The ground upon which the adjournment was asked for by Betz was that the title company had not completed its search and report on the title to the property. Upon the adjourned date, however, Betz refused to perform. The vendor was ready, able and willing to do so, and was present at the place specified with a deed, ready to tender it to the defendant who did not appear. Thus, the vendor brought action against Betz, the assignee for specific performance of the contract. The trial court found in favor of the vendor, and the assignee's subsequent appeal was denied.

Issue:

Can the vendor obtain specific performance of a contract for the sale of real estate against the assignee of the vendee, where the assignee requested and obtained an extension of time within which to close title?

Answer:

No

Conclusion:

The Court of Appeals reversed the appellate court on the grounds that defendant's request for an extension of time did not result in the obtainment of duties as an assignor without some express or implied act to establish a contractual relationship. It held that as an assignee, the defendant was not required to perform in a manner as if it were an assignor. Specifically, the Court held that defendant's request for an extension of time did not create an obligation to specifically perform, nor did it involve the creation of privity with the plaintiff. No novation, no express assumption of the obligations of the assignor in the assignment and no demand for performance by the assignee were present in the case.

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