In 1974, Berliner Foods Corporation (Berliner), pursuant to an oral contract, became a distributor for Hagen-Dazs ice cream. Over the next decade, both parties flourished as the marketing of high quality, high-priced ice cream took hold. Berliner successfully promoted the sale of Hagen-Dazs to supermarket chains and other retailers in the Baltimore-Washington, DC, area. In 1983, the Pillsbury Company acquired Hagen-Dazs. Pillsbury adhered to the oral distribution agreement and retained Berliner as a distributor for Hagen- Dazs ice cream. In December 1985, Berliner entered into a contract and sold its assets to Dreyers, a manufacturer of premium ice cream that competed with HagenDazs. Dreyers ice cream had previously been sold primarily in the western part of the United States. Dreyers attempted to expand its market to the east by choosing to purchase Berliner as a means to obtain distribution in the mid-Atlantic region. When Pillsbury learned of the sale, it advised Berliner that its distributorship for Hagen-Dazs was terminated. Berliner, which wanted to remain a distributor for Hagen-Dazs, sued Pillsbury for breach of contract, alleging that the oral distribution agreement with HagenDazs and Pillsbury was properly assigned to Dreyers. Who wins? Berliner Foods Corp. v. Pillsbury Co., 633 F. Supp. 557 (D. Md. 1986).

• In your own words, describe rights that can and cannot be assigned.
• Summarize the case and highlight relevant facts.
• Who wins?