Macke Co. v. Pizza of Gaithersburg, Inc.
259 Md. 479, 270 A.2d 645 (Md. 1970)
had contracted with Virginia Coffee Service to provide their restaurants
with beverage machines for five years.A year later, Virginia was bought out by Macke.
Gaithersburg canceled the contract.Macke sued.
Trial Court found for Gaithersburg, Macke appealed.
Trial Court found that Virginia's reputation was a key reason
Gaithersburg contracted with them.Macke did not have that reputation, so the contract had
had considered Macke for the initial contract, but chose to contract
with Virginia instead.
Court also found that damages could not be estimated since this was
a requirements contract.
Appellate Court reversed and remanded for trial.
Appellate Court found that in the absence of a contrary provision, rights
and duties under and executory bilateral contract may be assigned and
delegated, with two exceptions:
to provide personal services.
where delectus personae is an
"choice of partners".
case was remanded for trial to determine damages.
order for Gaithersburg to prevail, they would need to show that there is a
material difference in the
contract.It's a very
to Fursmidt v. Hotel Abbey Holding Corp., which talks about objective vs. subjective standards.
can theoretically put a provision into a contract saying that the rights
are not assignable.But it's
generally not a good idea to sign away that right, so it's pretty rare.