## Facts

- Vendors sold real property to a buyer under a land sale contract.
- The buyer later assigned “all right, title and interest” in the contract to Jack and Betty Thorsen with the vendors’ approval.
- After the assignment, all contract dealings were between the vendors and the Thorsens; the original buyer ceased involvement.
- The Thorsens took exclusive possession and control of the property and alone made contract payments for years.
- The Thorsens mortgaged the property to finance improvements, used the property for grazing and rental activity, and listed it for sale.
- The Thorsens invoked and enforced the contract’s lot-release provisions, including threatening legal action to compel deed releases.
- The Thorsens later defaulted by failing to pay an installment and property taxes; the vendors accelerated the balance and sued for specific performance.
- The Thorsens argued they were not personally obligated because they never expressly assumed the buyer’s contractual duties.

## Issues

1. Whether assignees of a vendee’s interest in a land sale contract may be held to have assumed the vendee’s obligations without an express assumption clause.
2. Whether the assignees’ undisputed post-assignment conduct established implied assumption as a matter of law, supporting summary judgment for specific performance.

## Decision

- The Oregon Supreme Court affirmed summary judgment for the vendors and affirmed the Court of Appeals.
- The court held the Thorsens’ course of conduct constituted an implied assumption of the vendee’s obligations under the land sale contract.
- Because the material facts were undisputed and established assumption, specific performance against the Thorsens was proper.

## Legal Principles

- An assignee of contract rights is not automatically personally liable for the assignor’s contractual duties; personal liability arises when the assignee assumes those duties.
- Assumption of contractual obligations may be implied from conduct and surrounding circumstances; it need not be express or in writing.
- In determining implied assumption, courts consider the totality of circumstances, including vendor approval, exclusive possession and control, performance of payment obligations, and assertion or enforcement of contract rights.
- When undisputed facts establish implied assumption, summary judgment may be granted ordering specific performance against the assignee.

## Conclusion

Assignees who take over a land sale contract and act as the contracting party—by possessing and controlling the property, performing payment obligations, and insisting on contractual benefits—may be found to have impliedly assumed the contract’s duties and can be compelled to specifically perform those obligations.


Kunzman v. Thorsen, 303 Or. 600 (Or. 1987)