Relatively recently, the Northern District of Oklahoma cited the Oklahoma Supreme Court, which recognized "the hornbook rule that delegation of performance of a contract does not discharge the liability of the delegating obligor."Oral Roberts Univ. v. Anderson, 11 F. Supp. 2d 1336, 1339 (N.D. Okla. 1997) (citing Walker v. Mills, 78 P.2d 697, 699 (Okla. 1938)). "It is stated as a general rule that `a party to a contract may not, unless authorized by the other party, either in the contract itself of otherwise, so assign the contract as to escape liability for the performance of the acts or duties imposed upon him by its terms,' but the assignor remains liable to the other party for the proper performance by his assignee."
See also Quicksilver Res., Inc. v. Eagle Drilling, L.L.C., No. CIV.A. H-08-868, 2009 WL 1312598, at *8 (S.D. Tex. May 9, 2009) (“It is stated as a general rule that ‘a party to a contract may not, unless authorized by the other party, either in the contract itself of otherwise, so assign the contract as to escape liability for the performance of the acts or duties imposed upon him by its terms,' but the assignor remains liable to the other party for the proper performance by his assignee.”) (quoting Walker v. Mills, 78 P.2d 697, 699 (Okla. 1938) (quoting American Jurisprudence and Corpus Juris Secundum)).
Grand Ave. Partners, 25 F. Supp. 2d at 1068 (internal citation and quotation omitted). See also Quicksilver Res., Inc. v. Eagle Drilling, L.L.C., No. CIV.A. H-08-868, 2009 WL 1312598, at *8 (S.D. Tex. May 9, 2009) ("It is stated as a general rule that 'a party to a contract may not, unless authorized by the other party, either in the contract itself of otherwise, so assign the contract as to escape liability for the performance of the acts or duties imposed upon him by its terms,' but the assignor remains liable to the other party for the proper performance by his assignee.") (quoting Walker v. Mills, 78 P.2d 697, 699 (Okla. 1938) (quoting American Jurisprudence and Corpus Juris Secundum)). Carnegie argues that neither the Note Assignment nor the Purchase Agreement contains an express release of Triller's obligations under the original Promissory Note. Carnegie also argues that an intent to release Triller from liability on the Note cannot be inferred from these contracts.
As stated above, however, a mere assignment of the rights under the option agreement does not end the contractual relationship between ORU and Anderson. Defendant Anderson has made no specific claim of consent to delegate a duty, and the Court finds nothing in the record to relieve Anderson of the hornbook rule that the delegation of performance of a contract does not discharge the liability of the delegating obligor. See, e.g., Walker v. Mills, 182 Okla. 480, 78 P.2d 697, 699 (1938). Finally, Defendants make specific objections to the attorneys' fees claimed by ORU.
This is to say that there can be no conspiracy where the acts complained of, and the means employed in doing the act are lawful. Hughes v. Bizzell, supra; Walker v. Mills (1938), 182 Okl. 480, 78 P.2d 697; Shaw v. Cross (1921), 83 Okl. 273, 201 P. 811. The Judge of the divorce court testified that he allowed the Sprague liens in his oral decision in the case rendered on December 23, 1964; that he did not carefully read the divorce decree presented to him and signed on December 29, 1964, and did not notice that the Sprague liens were not included therein; that when the omission was brought to his attention he corrected the same nunc pro tunc by the amendment to the divorce decree entered the following day, December 30, 1964.
See Stiles v. Chrysler Motors Corp., 624 N.E.2d 238, 244 (Ohio.App. 1993).Claiborne, supra note 25, 458 U.S. at 928, 102 S.Ct. at 3433 (the Court held that nonviolent elements of boycott activities intended to bring about political, social and economic change are entitled to First Amendment protection); Jurkowski, supra note 85 at 62; Walker v. Mills, 182 Okla. 480, 78 P.2d 697, 700 (1938); Shaw v. Cross, 83 Okla. 273, 201 P. 811, 812 (1921).Jurkowski, supra note 85 at 62; Hughes v. Bizzell, 189 Okla. 472, 117 P.2d 763, 764 (1941).
See Stiles v. Chrysler Motors Corp., 624 N.E.2d 238, 244 (Ohio App. 1993).N.A.A.C.P., supra note 34, 458 U.S. at 928, 102 S.Ct. at 3433 (the Court held that nonviolent elements of boycott activities intended to bring about political, social and economic change are entitled to First Amendment protection); Jurkowski, supra note 66 at 62; Walker v. Mills, 182 Okla. 480, 78 P.2d 697, 700 (1938); Shaw v. Cross, 83 Okla. 273, 201 P. 811, 812 (1921).Jurkowski, supra note 66 at 62; Hughes v. Bizzell, 189 Okla. 472, 117 P.2d 763, 764 (1941).
Barsh v. Mullins, 338 P.2d 845 (Okla. 1959). Such a statement of the nature of a civil conspiracy presupposes that there can be no conspiracy where the act complained of and the means employed are lawful. Walker v. Mills, 182 Okla. 480, 78 P.2d 697 (1938); Shaw v. Cross, 83 Okla. 273, 201 P. 811 (1921). This Court has previously held that a privilege defeating a claim of defamation renders the statements not unlawful, thereby defeating a claim of conspiracy where the means employed to achieve that purpose are also lawful.
This raised the sufficiency of the pleadings to support the judgment. Walker v. Mills, 182 Okla. 480, 78 P.2d 697. Evidence was heard but none of the evidence was brought up, the appeals being by transcript. Appellants make three contentions: (1) That the plaintiff has no such title as gives it the right to partition; (2) that the purpose for which the property was acquired would be defeated by partition; and (3) that the effect of the partition decree is to abrogate the contract and substitute for it a different contract made by the court.
Mangum Electric Co. v. Border, 101 Okla. 64, 222 P. 1002; 11 Am. Jur. 543; 15 C.J.S. 996; 5 R.C.L. 1061; 12 C. J. 540. It follows from this definition that there can be no conspiracy "where the acts complained of, and the means employed in doing the acts, are lawful." Walker v. Mills, 182 Okla. 480, 78 P.2d 697. Plaintiff admits that the defendants had the right to discharge her without assigning any reason for so doing, but contends that they used unlawful means to do a lawful act, and that the unlawful means consisted of the false charges set out in the petition, and that by making such false charges she was defamed by the defendants. The question then is whether the occasion for making the charges constituted an absolute or only a qualified privilege. If the privilege was absolute, the acts of the defendants are not unlawful.