SIDNEY H. PALEY AND ALLEN TUCKER, APPELLANTS,
v.
COCOA MASONRY, INC., ROY PAUL, JAMES T. PAUL, COCOA MASONRY OF PINELLAS COUNTY, INC., COCOA MASONRY OF ORANGE COUNTY, INC., AND COCOA, INC., APPELLEES
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Paley and Tucker appealed after the trial court dismissed their breach of contract action, ruling that their assignment of claims from Paltuco against Cocoa Masonry was invalid under a no-assignment clause. The appellate court reversed, holding that a contractual prohibition on assignment of contract rights does not preclude assignment of accrued claims for damages arising from breach.
A contractual prohibition against assignment of rights under a contract does not prohibit the assignment of a claim for damages on account of breach of contract. Therefore, Paltuco's assignment of its breach claims to Paley and Tucker was valid despite the no-assignment clause.
[1] A contractual provision prohibiting the assignment of a contract does not preclude the assignment of an accrued claim for damages arising from its breach.
[2] The assignment of a claim for damages on account of a breach of contract is not prohibited by a clause forbidding the assignment of rights and privileges under the contra…
Previewing 2 of 2 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“a clause which forbids the assignment of a party's 'rights' under a contract does not preclude the assignment of an accrued claim for damages arising from its breach”
Establishes the legal principle from Cordis Corp. that forms the basis for the court's holding
Previewing 1 of 2 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceCocoa Masonry entered into a construction contract with Paltuco Caribbean of Florida, Inc. that contained a provision prohibiting assignment of the co…
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DANAHY, Judge.
The appellees (Cocoa Masonry) entered into a construction contract with Paltuco Caribbean of Florida, Inc. (Paltuco). The contract contained the following provision:
Neither party to this contract shall assign same or sublet it as a whole without the written consent of the other nor shall [Cocoa Masonry] assign any monies due or to become due to [it] hereunder without the previous written consent of [Pal-tuco].
The appellants brought these actions for breach of contract and equitable relief claiming that Cocoa Masonry was guilty of a breach of contract, and asserting that they are assignees of Paltuco’s claims against Cocoa Masonry under the contract. The trial judge held the assignment by Pal-tuco to the appellants invalid under the provision of the contract quoted above, and dismissed the actions with prejudice. This appeal followed.
We disagree with the trial judge’s ruling on the validity of the assignment, and reverse. Recently, our sister court had occasion to point out that a clause which forbids the assignment of a party’s “rights” under a contract does not preclude the assignment of an accrued claim for damages arising from its breach. Cordis Corp. v. Sonics International, Inc., 427 So. 2d 782 (Fla. 3d DCA 1983). The clause involved in the Cordis case provided that the rights of the distributor shall not be assigned or transferred without the written consent of the other party to the contract. It seems to us that this language is even stronger than the contract language involved in our case, which refers to an assignment “of the contract.”
In any event, we entirely agree with the decision in the Cordis case and rely on that case in reaching our decision here that the assignment from Paltuco to the appellants was valid. As the court observed in Cordis, the prohibition of a contract against assignment is against an as signment of rights and privileges under the contract. That prohibition does not prohibit the assignment of a claim for damages on account of breach of contract.
Accordingly, we reverse with directions to reinstate appellants’ complaints and for further proceedings not inconsistent with this opinion.
REVERSED.
GRIMES, A.C.J., and RYDER, J., concur.
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Aldana v. Colonial Palms Plaza, Ltd., 591 So. 2d 953 (Fla. 3d DCA 1991)…F. 2d 748, 753 (8th Cir.1982), cert. denied, 461 U.S. 914, 103 S.Ct. 1893, 77 L.Ed.2d 283 (1983); see also Cordis Corp. v. Sonics Int’l, Inc., 427 So. 2d 782, 783 (Fla. 3d DCA), review denied, 434 So. 2d 889 (Fla.1983); Paley v. Cocoa Masonry, Inc., 433 So. 2d 70 (Fla. 2d DCA 1983); U.S. Indus., Inc. v. Touche Ross & Co., 854 F. 2d 1223, 1234 (10th Cir.1988) (citing Cordis and Paley)’, 3 S. Williston, The Law of Contracts § 422 (3d ed. 1960); 4 A. Corbin, Corbin on Contracts § 872-73 (1951). Landlord was gi…
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SPA Creek Servs., LLC v. S.W. Cole, Inc., 239 So. 3d 730 (Fla. 5th DCA 2017)…ct on the assignment of a chose in action for breach of the contract. C.P. Motion, Inc. v. Goldblatt, 193 So. 3d 39, 43 (Fla. 3d DCA 2016) ; Aldana v. Colonial Palms Plaza, Ltd., 591 So. 2d 953, 955 (Fla. 3d DCA 1991) ; Paley v. Cocoa Masonry, Inc., 433 So. 2d 70, 70-71 (Fla. 2d DCA 1983) ("[T]he prohibition of a contract against assignment is against an assignment of rights and privileges under the contract. That prohibition does not prohibit the assignment of a claim for damages on account of breach of con…
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U.S. Indus., Inc. v. Touche Ross & Co., 854 F.2d 1223 (10th Cir. 1988)…t of a party’s ‘rights’ under a contract simply does not preclude the assignment of an accrued claim for damages arising from its breach.” Cordis Corp. v. Sonics Int’l, Inc., 427 So. 2d 782, 783 (Fla.App.1983). See also Paley v. Cocoa Masonry, Inc., 433 So. 2d 70, 70 (Fla.App.1983) (same). [*1235] Moreover, despite defendants’ assertions to the contrary, we do not believe that the entire assignment provision on “the right of HI under and in connection with” can be read as requiring a different interpretation…1 / 3
Authorities Cited
- Cordis Corp. v. Sonics Int'l, Inc., 427 So. 2d 782 (Fla. 3d DCA 1983)