Macke Co. v. Pizza of Gaithersburg
Citation and Court
Macke Co. v. Pizza of Gaithersburg, Inc., 259 Md. 479 (Md. 1970)
Facts
Virginia Coffee Service had contracts to install and service vending machines at several Pizza of Gaithersburg restaurants. Virginia Coffee’s business was acquired by Macke Co., which sought to step into Virginia Coffee’s contractual position. Pizza of Gaithersburg attempted to cancel the contracts, arguing it had contracted specifically with Virginia Coffee based on a personal relationship and that the assignment to Macke was impermissible.
Issue
Whether a contract for vending machine services is assignable without the consent of the other party, even though that party preferred the original contractor.
Holding
The Maryland Court of Appeals held that the vending machine service contracts were assignable because they did not involve the kind of personal services or unique relationship that would make the identity of the contractor material to the other party’s bargain.
Rule / Doctrine
A contract right is generally assignable unless assignment would materially change the duty of the obligor, materially increase its burden or risk, materially impair its chance of obtaining return performance, or materially reduce the value of the contract. A mere personal preference for the original contractor, without more, does not make a commercial service contract non-assignable.
Significance
An important case on the assignability of commercial service contracts. Contrasts with Crane Ice Cream Co. v. Terminal Freezing & Heating Co., where the identity of the contracting party was material to the deal. Establishes that preference for an original contractor is not equivalent to the kind of personal relationship that precludes assignment.