## Facts

- Parkgate Waggon Co. leased 100 railway wagons to Lea & Co. under two written agreements (Feb. 10, 1874, and June 13, 1874) for seven-year terms at annual rents of £600 and £625, payable quarterly.
- Each agreement required the owners to keep the wagons in good and substantial repair during the term, except for fire and extraordinary casualties.
- Parkgate later entered voluntary winding-up under court supervision and liquidators were appointed.
- Parkgate and its liquidators assigned the contracts and wagon-letting business to British Waggon Co. on terms that British Waggon would perform Parkgate’s contractual stipulations, including repairs.
- British Waggon took over Parkgate’s repairing stations and workforce, performed repairs for a period, and remained willing to make needed repairs.
- Lea & Co. refused to pay further rent, asserting the contracts ended upon Parkgate’s liquidation and that the repair obligation could not be assigned or delegated.

## Issues

1. Whether Parkgate’s voluntary winding-up and appointment of liquidators discharged Lea & Co. from continuing rent liability by rendering performance incapable.
2. Whether the duty to keep the wagons in repair was so personal to Parkgate that assignment to British Waggon could not bind Lea & Co. to accept performance and continue paying rent.

## Decision

- The court entered judgment for the plaintiffs for unpaid rent.
- Voluntary liquidation did not terminate or discharge the contracts because the company, acting through liquidators, retained power to continue the business and deal with its contracts.
- The repair obligation was not personal in the relevant sense; it could be performed by the assignee where the bargain did not depend on Parkgate’s individual skill or identity.
- British Waggon’s assumption of the repair facilities and staff, and its readiness to perform repairs, satisfied the promised maintenance performance for purposes of Lea & Co.’s continued rent duty.

## Legal Principles

- A contract is non-delegable only where the obligee selected the obligor for individual skill, competence, or other personal qualifications making personal performance essential.
- Where personal performance is not essential and the obligee has no substantial interest in performance by a particular person, contractual duties may be delegated and performance may be tendered by an assignee without discharging the other party’s obligations.
- Corporate winding-up does not, by itself, discharge executory contracts when the entity (through liquidators) retains authority to continue operations and arrange performance.

## Conclusion

The court held that Parkgate’s liquidation and assignment did not end the wagon leases, and that the obligation to maintain and repair the wagons was a commercial duty capable of performance by a successor company; therefore, Lea & Co. remained liable for rent.


British Waggon Co. & Parkgate Waggon Co. v. Lea & Co., 5 Q.B. Div. 149 (C.A. 1880)