This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
While most of the questions of assignment of personal contracts arise in cases in which the party who was to render the personal service has attempted to assign the contract,1 the principle which underlies the doctrine of the non-assign-ability of these contracts prevents the adversary party also from assigning it.2 The principal can not assign his interest in a personal executory contract of agency.3
Company than by the Imperial Company.
"But then Mr. Pickford, in his very able argument, relied on the words 'as the company shall require for the whole of their manufacture of Portland cement upon their said land.' By throwing a strong emphasis on the words 'the company' and 'their,' the impression may be produced that these words, which plainly refer to the Imperial Company, were purposely used to exclude all other persons. But I cannot think that these expressions indicate any such intention. There is no question here of any personal confidence or personal skill. There is no reason whatever for supposing that any personal element entered into the mind of either of the parties to the agreement, and I cannot find anything in it to prevent the Imperial Company from assigning the benefit of it to any other company or to any individual."
Tolhurst v. Associated Portland Cement Manufacturers Association  A. C. 414 [affirming, Tolhurst v. Associated Portland Cement Manufacturers Association (1902), 2 K. B. 660, which reversed Tolhurst v. Associated Portland Cement Manufacturers (1901), 2 K. B. 811.]
6 Lansden v. McCarthy, 45 Mo. 106.
7 Demarest v. Dun ton Lumber Co., 161 Fed. 264. (In this case credit was extended to the original purchaser.)
8 Himrod Furnace Co. v. Railroad Co., 22 O. S. 451.
9 Himrod Furnace Co. v. Railroad Co., 22 O. S. 451.
10 Ry. v. Jackson, 153 Ky. 534.
1 Barber Agency Co. v. Co-operative Barrel Co., 133 Minn. 207, L. R. A. 1916F, 88, 158 N. W. 38.
Since a corporation is a legal entity distinct from its stockholders, subject to different duties and liabilities, and endowed with different capacities, a transfer of a personal contract by one party to a corporation which he has formed is inoperative,4 and the same rule applies where one corporation transfers a personal contract to another corporation, made up of the same stockholders but under the laws of a different state.5