Also known as: original promisors
Written by attorneys · grounded in primary & secondary sources — see below
The original contracting party who undertook a duty or made a promise in an agreement creating a covenant or contract. That party remains bound by the obligation even after any delegation of performance or transfer of the burdened land.
Gate Harvest contracted with Omega Organic to supply specialty seeds and agreed that its own agronomists would oversee blending. Gate Harvest later arranged for National Grain to handle the blending work. Omega Organic refused the delivery because it had bargained for Gate Harvest's personal control. The court held that Gate Harvest remained liable as the original promisor even if delegation occurred.
A developer recorded restrictions requiring a golf course to remain open until 2000 with a renewal option. Homeowners later sued when the course operator sought to change the use. The court looked to the intent of the developer as the original promisor to determine how long the restriction would bind successors.
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No. The rule states that no delegation of performance relieves the party delegating of any duty to perform or any liability for breach. The original promisor stays fully accountable even when a delegate steps in.
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A substantial interest exists when the contract or circumstances show that the identity or personal control of the original promisor is material. Negotiated terms requiring specific personnel or methods, combined with reliance on unique expertise, support finding such an interest.
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The original promisor is the party who entered the agreement creating the covenant. That party is always bound by the burden, whether the burden is personal or appurtenant to land.
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Yes. Courts determine the duration of a land-use restriction from the intent of the original promisor and promisee as expressed in the creating instrument or surrounding circumstances.
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