Macke Co. v. Pizza of Gaithersburg, Inc. - 270 A.2d 645

Rule:

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.

Facts:

Appellees arranged to have installed in each of their locations cold drink vending machines owned by a vendor, and this arrangement was formalized by contracts for terms of one year. The vendor's assets were subsequently purchased by appellant and the six contracts were assigned to appellant by the vendor. Appellees attempted to terminate the five contracts. Appellant brought suit for damages for breach of contract. The lower court ruled in favor of 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.

Issue:

Was the delegation of duty by Virginia to Macke permissible under the terms of the agreements, and therefore the Pizza Shops had no right to rescind the agreements?

Answer:

Yes.

Conclusion:

The 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.