## Facts

- A partnership of oil producers (MS&D) contracted to sell and deliver all crude oil produced from specified wells to Western Oil Sales Corporation for six months at the posted market price plus a per-barrel premium.
- The contract stated it would bind the parties’ “successors, and assigns,” and the parties performed for several months.
- Western assigned the contract to American Oil Company, which purported to assume Western’s contractual rights and obligations.
- Western notified the sellers that they must look only to American for future payment and expressly disclaimed any liability for future deliveries under the contract.
- American demanded continued deliveries under the contract.
- The sellers refused to deliver further oil unless Western acknowledged continuing liability, which Western refused to do.
- Treating Western’s position as a repudiation, the sellers transferred their leaseholds and assigned to Bliss & Wetherbee all rights and claims against Western arising from the contract.
- Bliss & Wetherbee sued Western for damages for breach; the trial court (bench trial) awarded $4,420.25 and found due diligence in minimizing damages.
- The court of civil appeals affirmed; the Commission of Appeals recommended affirmance; the Supreme Court of Texas adopted the opinion.

## Issues

1. Whether an obligor who assigns an assignable contract and delegates performance to an assignee is discharged from liability to the other contracting party without that party’s consent, even when the contract binds “successors and assigns.”
2. Whether Western’s notice requiring the sellers to look solely to the assignee and disclaiming further liability constituted an anticipatory breach permitting the sellers (and their assignees) to treat the contract as terminated and recover damages.

## Decision

- The judgment for Bliss & Wetherbee was affirmed.
- Western could assign benefits and delegate duties to American, but remained liable for performance absent the sellers’ consent to release Western.
- The “successors and assigns” clause made the contract assignable; it did not operate as advance consent to a substitution of obligors that discharged Western.
- Western’s insistence that the sellers look only to American, coupled with Western’s disclaimer of liability, was a repudiation supporting an action for damages.
- Bliss & Wetherbee, as assignees of the sellers’ claims, had standing to recover the sellers’ damages.
- The trial court’s mitigation findings and damages award were left undisturbed.

## Legal Principles

- A party to an assignable contract may assign contractual benefits and delegate performance, but the original obligor remains liable for proper performance unless the other party consents to a release.
- Contract language binding “successors and assigns” permits assignment and delegated performance; it does not by itself create a novation or discharge the original obligor.
- A unilateral statement by the original obligor disclaiming future liability and attempting to force the promisee to accept the assignee as the sole obligor is ineffective to discharge the obligor and may constitute anticipatory repudiation.
- An assignee of contract claims may enforce the same cause of action for breach that the assignor could have asserted.
- Damages for repudiation may be awarded where the factfinder determines the nonbreaching party acted with reasonable efforts to reduce loss.

## Conclusion

The court held that Western’s assignment to American did not relieve Western of contractual liability without the sellers’ consent, and Western’s attempt to disclaim future responsibility was an anticipatory breach for which the sellers’ assignees could recover damages.


W. Oil Sales Corp. v. Bliss & Wetherbee, 299 S.W. 637 (Tex. Comm’n App. 1927)