Also known as: personal service · personal-services · personal service contract · personal services contract
Written by attorneys · grounded in primary & secondary sources — see below
Services that depend on the unique skills, judgment, or personal qualities of a particular individual. Such services cannot be delegated to another person and will not be specifically enforced by a court.
Paul Peterson, a celebrated chef, signed an agreement with Pinnacle Holdings to provide personal culinary direction at its flagship restaurant for one year. After six months Paul announced he would no longer appear. Pinnacle sought an order compelling him to resume the kitchen supervision. The court refused because the contract called for personal services that equity will not specifically enforce.
Premier Manufacturing leased a warehouse to Paige Porter under a month-to-month tenancy that required her to personally maintain specialized machinery on site. Paige attempted to assign the lease to Prism Analytics. The landlord withheld consent. The assignment was invalid because the lease imposed significant personal services and transfer would impair the landlord's ability to obtain them.
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A software developer agreed to furnish unique algorithmic design services exclusively for a startup's flagship product. When the developer attempted to delegate the remaining work to a colleague, the startup refused consent. The court held the duty non-delegable because the services depended on the developer's personal judgment and skill.
Phuong Pham contracted to render exclusive personal consulting services to Phoenix Technologies for three years. After one year she accepted a position with a competitor. Phoenix sought an injunction barring her new employment. The court denied the injunction because enforcement would compel continued personal relations that were undesirable or would leave Phuong without reasonable means of livelihood.
Pavel Petrov and his wife entered a gestational surrogacy arrangement with a carrier who agreed to carry their child using their genetic material. After birth the carrier sought to retain parental rights. The court looked to the parties' expressed intentions at the time of contracting and awarded parentage to the intended parents rather than ordering the carrier to perform further personal services.
Priya Prasad lived with her partner for many years and provided household and business assistance without a written agreement. After separation she sued for compensation. The court recognized that an express contract for personal services between unmarried cohabitants is enforceable and permitted her claim to proceed on that basis.
Courts decline specific performance because the services depend on unique personal qualities that cannot be compelled without undue supervision and because ordering performance would raise concerns about involuntary servitude. Damages remain available as an alternative remedy.
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A lease interest is not freely transferable when the lease imposes significant personal services and assignment would substantially impair the other party's ability to obtain those services. Month-to-month tenancies at will also fall outside the general rule of free transferability.
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An injunction enforcing an exclusive-services negative covenant will be denied if enforcement would compel undesirable personal relations or leave the employee without reasonable means of livelihood. The same policy concerns that bar affirmative specific performance limit injunctive relief.
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A contract right is not assignable when the duty involves personal services or a relationship of trust and confidence that would be materially altered by substitution of a new obligor. The non-assignability turns on whether performance by another would differ from the performance bargained for.
…698.) But the courts will not compel performance of all contract obligations. For instance, even when a party to a contract for personal services (such as employment) has wilfully breached the contract, the courts will not order specific enforcement of an obligation to perform that personal service. (§ 3390; see 11 Witkin, Summary of…