193. Under some circumstances, a person not a party to a contract may take the place of one of the parties. This substitution is called assignment of the contract. It may be either

(a) By the voluntary act of the parties, or

(b) By operation of law.

We have just seen that, subject to certain exceptions, a contract cannot affect any but the parties to it, either by imposing liabilities or conferring rights on them. The original parties to a contract, however, may, under certain circumstances, drop out, and others may take their places. The operation by which this change in the contractual relation is effected is termed an assignment of the contract.

liston in 15 Harv. L. Rev. 778. See "Parties," Dec. Dig. (Key-No.) § 6; Cent. Dig. §§ 6, 7; "Contracts," Cent. Dig. § 1597.

42Gray v. Pearson, L. R. 5 C. P. 568. See Anson, Cont (8th Ed.) 230. See "Parties," Dec. Dig. (Key-No.) §§ 10-12; Cent. Dig. § 12.

43Thames v. Jones, 97 N. C. 121, 1 S. E. 692; Gibson v. Trust Co., 58 Hun, 443, 12 N. Y. Supp. 444; Gieske v. Anderson, 77 Cal. 247, 19 Pae. 421; Platt v. Colvin, 50 Ohio St. 703, 36 N. E. 735; Alexander v. Gish, 88 Ky. 13, 9 S. W. 801; Lilly v. Tobbein (Mo. Sup.) 13 S. W. 1060. See "Parties," Dec. Dig. (Key-No.) §§ 10-12; Cent. Dig. § 12.

Same - Assignment Of Liabilities By Act Of Parties

194. A person cannot assign his liabilities under a contract.

APPARENT EXCEPTIONS - (a) He may so assign with the consent of the other party to the contract.

(b) In contracts to do work involving no personal skill or personal qualifications, the party may have the work done by another, but he remains liable if it is not properly done.

(c) When an interest in land is transferred, certain liabilities attaching to the enjoyment of the interest pass with it.

A person cannot assign his liabilities under a contract, or, to put the matter from the point of view of the other party to the contract, a person cannot be compelled to accept performance of the contract from a person who was not originally a party to it. The reason for the rule lies not only in the right of a person to know to whom he is to look for the satisfaction of his rights under a contract, but in his light "to the benefit which he contemplates from the character, credit, and substance of the person with whom he contracts." 44

The rule is well illustrated by a case in which one Sharpe let a carriage to the defendant, at a yearly rent, for five years, undertaking to paint it every year and keep it in repair. One Robson was, in fact, the partner of Sharpe, but the defendant contracted with Sharpe alone. After three years, Sharpe retired from business, and the defendant was informed that Robson was thenceforth answerable for the repair of the carriage and would receive the rent. The defendant refused to accept the substitution, and it was held that he could not be sued upon the contract. "The defendant," it was said, "may have been induced to enter into this contract by reason of the personal confidence which he reposed in Sharpe. * * * The latter, therefore, having said it was impossible for him to perform the contract, the defendant had a right to object to its being performed by any other person, and to say that he contracted with Sharpe alone, and not with any other person." 45

44 Humble v. Hunter, 12 Q. B. 310. And see ARKANSAS VAL. SMELTING CO. v. BELDEN MIN. CO., 127 D. S. 379, 8 Sup. Ct. 1308, 32 L. Ed. 240, Throckmorton Cas. Contracts, 320; Chapin v. Longworth, 31 Ohio St. 421; Rappleye v. Seeder Co., 79 Iowa, 220, 44 N. W. 3G3, 7 L. R. A. 139; Burger v. Rice, 3 Ind. 125; Bethlehem v. Annis, 40 N. H. 34, 77 Am. Dec. 700; Griswold v. Railroad Co., 18 Mo. App. 52; Lansden v. McCarthy, 45 Mo. 106; Palo Pinto Co. v. Gano, 60 Tex. 249; Donelson v. Polk, 64 Md. 501, 2 Atl. 824; Stewart v. Railroad Co., 102 N. Y. 601, 8 N. E. 200, 55 Am. Rep. 844; Sprankle v. Trulove, 22 Ind. App. 577, 54 N. E. 461; post, p. 458, and cases there cited. See "Assignment," Dec. Dig. (Key-No.) §§ 18, 19; Cent. Dig. §§ 25-31.