Citation. 224 Ga. 727, 164 S.E.2d 718 (GA. 1968)
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An option contract that included a provision specifying that a certain individual had to sign a note was at issue. This contract was assigned and the assignor was supposed to provide the signed note, but he did not.
Synopsis of Rule of Law.
Since the Plaintiff 's performance "was not strictly in accordance with the terms of the agreement sued upon", the Plaintiff was not entitled to specific performance.
Facts.
The Plaintiff, Franklin (the "Plaintiff"), brought suit against the Defendant, Jordan (the "Defendant"), for specific performance of an option contract. This option contract granted the Plaintiff's assignor, Ackerman exclusive right to purchase a certain tract of land. A clause in the option contract made it fully assignable, but any assignment would in "no way release or relieve the purchaser from (his) liability, obligations or any of the provisions of this agreement." Ackerman assigned the option to the Plaintiff. One of Ackerman's obligations as optionee was to "give a note signed by him personally promising to pay the balance of the purchase price, due after the initial payment." Even after the assignment, Ackerman was not released from his obligation to give a note. The Plaintiff tendered a note to the Defendant as part of the offer to perform the agreement.
Issue.
Is an assignor obligated to perform nonassignable duties as a prerequisite to the assignee being able to enforce the contract?
Held.
Yes. Since the contract said the note had to be signed by Ackerman, and the note was not signed by Ackerman in any fashion, the Plaintiff 's performance "was not strictly in accordance with the terms of the agreement sued upon." Thus, the Plaintiff was not entitled to specific performance.
Discussion.
This case accentuates the differences between an assignment of duties and an assignment of rights.
