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A law blog by Robert Lombardo on The Whole 9

Attorney Robert Lombardo came from the creative world and then began practicing law in 1995. The diversity of his professional life (years of which were spent in Europe, Australia and Japan) gives him a unique perspective on the law. Currently Robert is focusing on entertainment law (which encompasses nearly all creative industries) and brings this firsthand experience and desire to make the law accessible to the The Whole 9 community.

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What are friends for?

January 28, 2010
2 Comments (see all)

Allison, a renowned sommelier, entered into a written “fixed-fee” agreement with her friend Lisa, a celebrated designer recognized for her distinctive designs.

The contract called for Lisa to design the interior of Allison’s new wine bar “Drinking Divas” and, upon Allison’s approval of the design plan, to decorate and furnish the wine bar accordingly.

The agreement is silent as to assignment or delegation by either Allison or Lisa.

Shortly after the contract was signed but before she had a chance to begin work on the “Drinking Divas” project, Lisa finally realized that she just had too many projects going at the same time and something had to give.

Lisa made the decision to sell her design business to her friend Heidi.  Under the contract with Heidi, Lisa assigned to Heidi, and Heidi agreed to complete, the “Drinking Divas” project.

Heidi, an experienced designer with an excellent reputation and portfolio, informed Allison of the assignment and supplied her with documentation confirming both Heidi’s financial responsibility and her past commercial and critical design success.

Allison balks.

You are the judge.

Is Allison legally obligated to allow Heidi to perform the “Drinking Divas” project?

 

 Any Resemblance to Actual Events or Persons Living or Dead is Purely Coincidental.

Answer below in comments later today. 

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2 comments (see all)
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  1. legjr

    There are many unjust things that occur in this world but there’s no way that Allison would be legally forced to have someone design her bar if she didn’t want them to. Design tastes vary too drastically to just replace one designer with another.

  2. biko

    -
    The general rule is that all contractual rights are assignable, however, some rights are considered too “personal” to transfer. That is the case here.

    The performance Lisa owed Allison was personal in nature – based on her reputation, style and talent – and cannot be assigned to Heidi.

    Even though there is no doubt that Heidi is an excellent designer, courts consider contracts such as this non-delegable – unless, of course, there was an affirmative agreement to allow for assignment or delegation.

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