Also known as: personal service · personal-services · personal service contract · personal services contract
Written by attorneys — see sources 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.
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.
In 1984 Crispina Calvert underwent a hysterectomy that left her ovaries capable of producing eggs. She and her husband Mark desired a child genetically related to both of them. In 1989 Anna Johnson, a licensed vocational nurse who had previously given birth to a daughter, learned of Crispina's situation from a coworker and offered to serve as a surrogate. On January 15, 1990, Mark, Crispina, and Anna signed a written contract providing that an embryo created from Mark's sperm and Crispina's egg would be implanted in Anna, who would carry the child to term and relinquish all parental rights to the Calverts upon birth. In exchange the Calverts agreed to pay Anna $10,000 in installments, with the final payment due six weeks after birth, and to purchase a $200,000 life insurance policy on Anna's life. The zygote was implanted on January 19, 1990, and an ultrasound confirmed Anna's pregnancy less than a month later. During the pregnancy relations between the parties deteriorated. Anna felt the Calverts were not providing sufficient attention or obtaining the required insurance policy in a timely manner. In July 1990 Anna demanded the balance of the payments or she would refuse to relinquish the child. The following month the Calverts filed suit in superior court seeking a declaration that they were the legal parents of the unborn child. Anna filed her own action to be declared the mother, the cases were consolidated, and the parties agreed to the appointment of a guardian ad litem for the child. The child was born on September 19, 1990. Blood samples taken from Anna and the child excluded Anna as the genetic mother. The parties stipulated that Mark and Crispina were the genetic parents. After a trial in October 1990 the superior court ruled that the Calverts were the child's genetic, biological, and natural parents, that Anna had no parental rights, that the surrogacy contract was enforceable, and that Anna was not entitled to visitation. Anna appealed. The Court of Appeal for the Fourth District, Division Three, affirmed the judgment. The Supreme Court of California granted review.
View casePriya 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.
In 1952 plaintiff and defendant began living together and holding themselves out to the community as husband and wife. Defendant acknowledges that the two children born of the relationship are his. Plaintiff alleges that since the inception of the relationship she has performed domestic duties and business services at the request of defendant with the expectation that she would receive full compensation for them. Defendant has always accepted her services knowing that she expected compensation for them. They have filed joint tax returns over the past several years. Plaintiff seeks judgment in the amount of $250,000 on her first cause of action. The second cause of action realleges the first and adds that in 1952 the parties entered into an oral partnership agreement under which plaintiff would furnish domestic services and defendant would have full charge of business transactions. Under the agreement defendant would support, maintain and provide for plaintiff in accordance with his earning capacity, take care of the plaintiff and do right by her, and the net profits from the partnership were to be used for and applied to the equal benefit of plaintiff and defendant. Defendant commanded that plaintiff not obtain employment or he would leave her. Since 1952 defendant has collected large sums of money from companies and business dealings. Since December of 1975 defendant has dishonored the agreement, failed to provide support or maintenance, and refused her demands for an accounting. Special Term dismissed the complaint. The Appellate Division affirmed the dismissal of both causes of action. The case is presented on appeal to the New York Court of Appeals with the questions whether a contract as to earnings and assets may be implied in fact from the relationship of an unmarried couple living together and whether an express contract of such a couple on those subjects is enforceable.
View caseCourts 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.
Supporting sources
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.
Supporting sources
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.