Joiner, J.

[The Dayton Country Club Company (the Club) offers many social activities to its members. The privilege to play golf at the Club, however, is reserved to a special membership category for which additional fees are charged. The Club chooses golfing memberships from a waiting list of members according to detailed rules, regulations, and procedures. Magness and Redman were golfing members of the Club. Upon their filing for bankruptcy, their trustee sought to assign by sale their golf rights to (1) other members on the waiting list, (2) other members, not on the waiting list, or (3) the general public, provided the purchaser first acquired membership in the Club. The bankruptcy court found that the Clubs rules governing golf membership were essentially anti-assignment provisions, and therefore, the estate could not assign rights contained in the membership agreement. On appeal to the district court, the bankruptcy courts ruling was affirmed. The district court added that this case was not a lease, but rather a non-commercial dispute over the possession of a valuable member in a recreational and social club.]

*** * * * [T]he contracts involve complex issues and multiple

parties: the members of the club, in having an orderly procedure for the selection of full golfing members; the club itself, in demonstrating to all who would become members that there is a predictable and orderly method of filling vacancies in the golfing roster; and more particularly, persons on the waiting list who have deposited substantial sums of money based on an expectation and a developed

Per Curiam

The appellant, Robert Aldana, appeals an adverse summary judgment in favor of appellee, Colonial Palms Plaza, Inc. and an order awarding Colonial Palms Plaza, Inc. attorneys fees pursuant to the offer of judgment rule. We reverse.

the procedure that in due course they, in turn, would become full golfing members.

If the trustee is permitted to assume and assign the full golf membership, the club would be required to breach its agreement with the persons on the waiting list, each of whom has contractual rights with the club. It would require the club to accept performance from and render performance to a person other than the debtor. * * *

*** The contracts creating the complex relationships among

the parties and others are not in any way commercial. They create personal relationships among individuals who play golf, who are waiting to play golf, who eat together, swim and play together. They are personal contracts and Ohio law does not permit the assignment of personal contracts. [Citation.]

So-called personal contracts, or contracts in which the personality of one of the parties is material, are not assignable. Whether the personality of one or both parties is material depends on the intention of the parties, as shown by the language which they have used, and upon the nature of the contract.

*** Therefore, we believe that the trustees motion to assign

the full golf membership should be denied. We reach this conclusion because the arrangements for filling vacancies proscribe assignment, the club did not consent to the assignment and sale, and applicable law excuses the club from accepting performance from or rendering performance to a person other than the debtor.

for this case we use these legal phrases below, it doesn't mean that all of them apply on this case, rephrasing the whole case in your own words

ASSIGNMENT OF RIGHTS

Definition of Assignment voluntary transfer to a third party of the rights arising from a contract so that the assignors right to performance is extinguished

• Assignor party making an assignment

• Assignee party to whom contract rights are assigned

• Obligor party owing a duty to the assignor under the original contract

• Obligee party to whom a duty of performance is owed under a contract

CHAPTER 16

THIRD PARTIES TO CONTRACTS 317

DELEGATION OF DUTIES

Requirements of an Assignment include intent but not consideration

• Revocability of Assignment when the assignee gives consideration, the assignor

  may not revoke the assignment without the assignees consent

• Partial Assignment transfer of a portion of contractual rights to one or more assignees Assignability most contract rights are assignable, except

• assignments that materially increase the duty, risk, or burden upon the obligor

• assignments of personal rights

• assignments expressly forbidden by the contract

• assignments prohibited by law Rights of Assignee the assignee stands in the shoes of the assignor

  • Defenses of Obligor may be asserted against the assignee

  • Notice is not required but is advisable Implied Warranty obligation imposed by law upon the assignor of a contract right Express Warranty explicitly made contractual promise regarding contract rights transferred Successive Assignments of the Same Right the majority rule is that the first assignee in point of time prevails over later assignees; minority rule is that the first assignee to notify the obligor prevails

    Definition of Delegation transfer to a third party of a contractual obligation

  • Delegator party delegating his duty to a third party

  • Delegatee third party to whom the delegators duty is delegated

  • Obligee party to whom a duty of performance is owed by the delegator and delegatee Delegable Duties most contract duties may be delegated, except

• duties that are personal

• duties that are expressly nondelegable

• duties whose delegation is prohibited by statute or public policy Duties of the Parties

• Delegation delegator is still bound to perform original obligation

• Novation contract, to which the obligee is a party, substituting a new promisor

  for an existing promisor, who is consequently no longer liable on the original contract and is not liable as a delegator

  Definition a contract in which one party promises to render a performance to a third person (the beneficiary) Intended Beneficiaries third parties intended by the two contracting parties to receive a benefit from their contract

  • Donee Beneficiary a third party intended to receive a benefit from the contract as a gift

  • Creditor Beneficiary a third person intended to receive a benefit from the agreement to satisfy a legal duty owed to her

  • Rights of Intended Beneficiary an intended donee beneficiary may enforce the contract against the promisor; an intended creditor beneficiary may enforce the contract against either or both the promisor and the promisee

  • Vesting of Rights if the beneficiarys rights vest, the promisor and promisee may not thereafter vary or discharge these vested rights

  • Defenses against Beneficiary in an action by the intended beneficiary of a third- party contract to enforce the promise, the promisor may assert any defense that would be available to her if the action had been brought by the promisee

    Incidental Beneficiary third party whom the two parties to the contract have no intention of benefiting by their contract and who acquires no rights under the contract

OUTLINE

Conclusion - What was the conclusion drawn by the court?

Rule - What rule(s) is being applied in the case?

Application - State the facts of the case, reiterate the rules and explain how and why the rules apply to your set of facts. Additionally, indicate why the court ruled in the way that it did. This section accounts for 90% of your points and should be at least one-page long. Try to be thorough and include your complete argument as to why the court decided the case in the manner that it did.

Conclusion - Restate your conclusion from paragraph one, include the word therefore in front of it.

CONTENT

1. Create an outline for your case that follows the CRAC format.
2. Remember that the guidelines instruct you to submit a case that is at least two-pages long.
3. Your first CONCLUSION should state the decision of the Court. Include the name of the Court, and whether it is a State or Federal Court, also state at what level the decision was rendered, that is the District, Appellate, Supreme etc.
4. Although your RULE should be somewhat brief, it must clearly state the rule of law used to decide the case. An example of a rule of law would be "theft over X dollars is considered a felony."
5. The APPLICATION section is the most important part of the assignment and 90% of your points are earned here; therefore, it must be at least one page long and should begin with the phrase "In this case..." Since the APPLICATION accounts for the majority of points earned, it should provide a complete and comprehensive set of facts and background about the case being briefed. Assume your reader has no knowledge of the case facts, and you have to convince them that the conclusion arrived at is correct based upon your reasoning in this section. The APPLICATION section of your assignment contains your argument; make sure it is a strong one. When writing the APPLICATION section of the assignment your considerations should include:

• A strong argument will begin with a comprehensive set of facts and those facts will interweave the RULE into the set of facts. Solid reasoning will convince the reader that the RULE applies to the facts and it makes your argument believable. Provide as much information as you can even if you believe you sound redundant. State and restate your argument and do not make a statement without reinforcing it with your supporting rationale. Remember that this section provides an explanation for the reasoning behind the CONCLUSION. That is, the court determined that the CONCLUSION was X because...
• After making a statement you can follow with "because" and continue to explain why the CONCLUSION arrived at is the correct one. Do not reason any statement without stating why and how. Attempt to provide as much support for your argument as you can for why the court ruled the way they did. Repetition is key, reinforce your argument by demonstrating that the stated RULE is applicable and it is supported by the case facts. Convince the reader why the RULE is applicable and state how the RULE applies to the case facts.

6. The final CONCLUSION should be the same as the first (opening) conclusion, however you should place the word "therefore" in front of it.