## Facts

- Purchasers entered a written executory contract to buy real estate for $21,500, paying $5,000 down and the balance in installments.
- The contract required the sellers to deliver a deed after one-half of the price was paid, with the purchasers to obtain a mortgage for the remaining balance.
- The contract barred assignment without the sellers’ written consent and stated any nonconsensual assignment was void and permitted termination with retention of payments as liquidated damages.
- The purchasers timely made required payments and alleged they were ready, willing, and able to complete performance, including tendering the amount that would trigger delivery of the deed and arranging the required mortgage.
- Before the last installment came due, the purchasers entered an agreement to sell the property to a third party after they received the deed; the agreement did not purport to transfer the purchasers’ rights under the original contract, and the purchasers remained personally obligated to perform.
- The sellers treated the third-party agreement as an impermissible assignment, declared the land contract terminated, demanded possession, and sought to retain prior payments as liquidated damages.
- The purchasers tendered final payment and demanded a deed; the sellers refused.
- The purchasers sued in equity for injunctive relief and specific performance; the trial court issued a temporary injunction preventing forfeiture and denied the sellers’ motion to vacate it.
- The sellers took an interlocutory appeal from the order refusing to dissolve the temporary injunction.

## Issues

1. Whether the trial court abused its discretion by maintaining a temporary injunction restraining the sellers from forfeiting and terminating the land contract.
2. Whether the purchasers’ separate agreement to sell the property to a third party constituted an “assignment” violating the contract’s non-assignment clause and justifying forfeiture.

## Decision

- The appellate court affirmed the order denying the motion to vacate the temporary injunction.
- The court concluded the purchasers’ third-party agreement was an independent contract, not an assignment of the purchasers’ rights under the land contract.
- The court held that restraints on alienation and covenants against assignment are strictly construed to prevent forfeitures; doubtful interpretations will not support termination and loss of payments.
- Preserving the status quo was appropriate because forfeiture and dispossession would effectively determine the dispute before final adjudication and would cause severe harm if the sellers’ theory proved incorrect.

## Legal Principles

- Restraints on alienation, including covenants against assignment, are disfavored and are construed with strictness to avoid forfeiture.
- If there is doubt whether a transaction falls within an anti-assignment clause, the doubt is resolved against forfeiture and against expanding the restraint.
- An agreement by a contract purchaser to resell property after obtaining title, where the purchaser remains liable to the original seller and does not transfer its contractual position, may be treated as an independent contract rather than an assignment.
- Temporary injunctive relief may issue to maintain the status quo pending litigation when termination and forfeiture would cause irreparable harm and the plaintiff presents a substantial equitable claim.

## Conclusion

The court sustained temporary injunctive relief preventing a seller’s forfeiture of a land-sale contract where the buyer’s resale agreement did not assign the buyer’s contractual rights, and where strict construction of anti-assignment provisions and equity’s disfavor of forfeiture supported preserving the contract pending a decision on the merits.


Handzel v. Bassi, 99 N.E.2d 23 (Ill. App. Ct. 1951)