The Wallace miner. [volume] (Wallace, Idaho) 1907-current, 1918-02-07

Inc general rule is that the right a
one party TO a contract to its perform
anee is assignable, unless the assign
ment is unauthorized or forbidden b
statute or by the terms of the con
tract itself. To this rule exist ex
lceptions, and among them are con
tracts involving relations Of persona
confidence and contracts for persona
service. II reliance be had for per
Torrance upon the integrity. credit OF
responsibility of a party or confidenc,
or trust be reposed in him personally
the contract is without assignabilrty
And so it is If it be one for persona
services, involving skill, for it is SAID
to be considered contrary to public
policy that any person should exercise
such control of the power of another
to choose for whom he shall labor
5 c. ]. S74, 1928.
The exceptions are concretely stat
ed in Pollock on Contracts "a ed.) 425
as quoted in Arkansas Smelling Co. "
Belden Co., 1877 U. s. 379, 1888:
Rights arising out of contract can
not be transferred If they are coupled
with liabilities, or if they involve a
relation of personal confidence such
that the party whose agreement con-
ferred those rights must have intend
ed them to be exercised only by him
in whom he actually confided"
But whether the contract falls with
in either branch of the exception is a
question which must turn upon the
intention of the parties, and must be
eventually determined by considera-
ton of the language employed, the
kind of acts and services to be per-
formed, and the nature and purpose
of the contract itself King V. West
Coast Grocery Co., 1919 Pac. wash }
1881.
Delivery Of Shipments.
Now, turning to the contract, it is
expressly stipulated that deliveries
shall be made to any smelling plant
owned by the smelling company, its
successors or assigns. Then follows
the stipulation of the 18th paragraph
above quoted, respecting the binding
effect and the inuring benefit to sue
cessors and assigns.
The parties have recognized the sig
nificance of this clause, by STIMULATING
in the fourth supplemental contract
that no assignment of the agreement
shall be made without the consent of
the mining company. This stipulation
expired by limitation in June, 1915;
but it serves to indicate, with much
force, how the parties themselves re-
garded the primary stipulation.
In this connection, a matter is per-
tinent for consideration, though out
side of any specific terms of the agree
ment. / refer to the Baruch purchase
of the smelling company's stock. The
purpose of the purchase, with scarcely
a question, was to enable the A. s. &
r. company to control the affairs of
the smelling company; and when the
present agreement was entered into,
it was, by the strongest probability,
ties that it would be convenient and
perhaps serviceable, that the agree
ment be assigned to the A. S. & r.
as it was designed that
large proportion, if not all of the ores,
should, in the immediate future or at
some stage of the time limitation of
the agreement, be diverted to the A. S.
& r. company's smelters. So that
when the Tacoma smelter, in January,
1912, ceased the smelling of lead ores,
it was but natural that an assignment
of the agreement should be made to
what is termed the parent company,
the A. S. & r. company. Thus,
by the assignment, eventually trans
pired just what the parties contem-
plated might or should come about in
the course of legitimate dealings re-
specting the agreement. True, it may
be, as claimed by counsel for the min
ing company, that the smelling COM
pany would have no interest in the
agreement after it ceased to smelt the
lead ores, except the right to direct
shipments to other smelters; but the
has accomplished the very
purpose of diverting shipments, and
the diversion now is entirely to the
A. s. & r. company's shelters, and
has put the A. s. & r. company in
a position to make the diversions in
the stead of the smelling company.
And while the smelling company, sub
sequent to the assignment, could have
no right of action against the min
ing company on account Of future
and is not in a position
to demand specific performance or an
yet by the very terms of
the stipulation that the agreement
shall be binding upon and inure to the
benefit of the successors and assigns
of the extraneous contemplation Of
the parties as gathered from the at
tendant circumstances and conditions
obtaining at the time the agreement
was entered into, the A. S. & r. COM
pany, by the assignment, succeeded
to all the benefits to inure to the
smelling company. Such being the
case, the A. s. & r. company Is put
exactly in a position to demand spe-