## Facts

- A seller contracted to convey real property to a purchaser under a land-sale contract.
- The purchaser assigned the contract to Isidor Betz; the written assignment transferred the purchaser’s rights but did not state that Betz assumed the purchaser’s duty to buy.
- The closing date was set for October 2, 1925, and was extended to October 15, 1925 at Betz’s request because the title company had not completed its search.
- On October 15, the seller appeared at the closing location with a deed and was ready to perform.
- Betz did not appear and refused to complete the purchase.
- The seller sued Betz for specific performance, seeking to compel Betz, as assignee, to complete the purchase.
- The trial court granted specific performance, and Betz appealed.

## Issues

1. Whether a seller may obtain specific performance directly against an assignee of the purchaser’s rights under a land-sale contract when the assignee did not expressly assume the purchaser’s obligations.
2. Whether an assignee’s request for, and receipt of, an extension of the closing date constitutes an implied assumption of the purchaser’s duty to perform.

## Decision

- The Court of Appeals reversed the judgment and dismissed the complaint.
- Specific performance could not be ordered against the assignee because the assignment did not include an assumption of the purchaser’s duties.
- The assignee’s request for an extension of time to close did not amount to an assumption of the contractual obligation to purchase.

## Legal Principles

- Assignment of contract rights does not, by itself, make the assignee personally liable for the assignor’s contractual duties to the non-assigning party.
- An assignee is subject to the assignor’s duties to the other contracting party only if the assignee expressly assumes those duties or the facts clearly support an implied promise to assume them.
- Equity will not use specific performance to impose a personal obligation that the assignee did not undertake; ordering performance in that setting would effectively create a new obligation rather than enforce an existing one.
- Conduct consistent with holding assigned rights (such as requesting a closing extension) is insufficient, without more, to infer an assumption of the duty to perform.

## Conclusion

The court held that the seller could not compel an assignee to specifically perform a land-sale contract absent an express or clearly implied assumption of the purchaser’s obligations; the assignee’s request for a closing extension did not supply the required assumption, so the complaint was dismissed.


Langel v. Betz, 250 N.Y. 159 (N.Y. 1928)