Fact Patterns

Finley entered into a written contract with the board of harbor commissioners to repair the seawall on the Waterfront San Francisco. The contract provided for progress payments on the work, with 25% being withheld until the work was completed, and that the contract was not assignable without the written consent of the board. Finley borrowed money from W. H. Norton, assigning to Norton all money due him from his seawall contract without the consent of the board. Finley died before completion of the job. Finley's estate completed the job to the satisfaction of the board. The withheld 25% is now claimed by the estate and Norton.

1. Who gets the 25% and why?

Cutting Packing Company contracted to purchase Blackwood's apricot crop for a specific price. The purchase contract was assigned to the Packers’ Exchange in California. Blackwood refused to accept Packers’ in place of cutting. Black wood delivered the apricots to cutting. Cutting delivered the apricots to Packers’ and they were refused. Cutting paid Blackwood the contract price and sold the apricots at the prevailing market price, which was less than the contract price. Cutting sued Packers’ for the price difference. Packers’ claims that since Blackwood did not accept the assignment to Packers’, there is no enforceable assignment and it owes nothing.

2. Was there a valid assignment to Packers’?

3. Is Blackwood's consent necessary?

4. Did Cutting have to accept and pay for Blackwood's apricots or was this the sole responsibility of Packers’?

5. Will cutting recover from Packers'?