276 Mass. 221 | Mass. | 1931
This is a bill in equity brought by the plaintiff as a creditor of the defendants Eugene W. Cronin and William F. Driscoll, copartners doing business under the firm name of Cronin and Driscoll, for itself and for such other creditors of the partnership as may be entitled to the benefit of the security described in the bill, and who may intervene as parties plaintiff. The other defendants named in the bill are the Commonwealth of Massachusetts and the Maryland Casualty Company. The Commonwealth, acting by its metropolitan district commission, entered into a contract with Cronin and Driscoll, who will be referred to as the contractors, for the construction of a
The contract with the Commonwealth contained the following provision: "Article XV. The Contractor shall give his personal attention constantly to the faithful prosecution of the work, shall keep the same under his personal control, and shall not assign by power of attorney or otherwise, or sublet, the work or any part thereof without the previous written consent of the Commission, and shall not, either legally or equitably, assign any of the moneys payable under this agreement, or his claim thereto, unless by and with the like consent of the Commission.”
On December 4,1928, an estimate was made of work done under the contract showing a balance of $6,977.04 due . the contractors. On or about December 19, 1928, the contractors borrowed of the National Shawmut Bank $4,500
The purpose of Article XV in the agreement was not only to guard against an assignment of the contract with its obligations but was also to prevent the assignment of any money payable under the contract whether earned before the time of the assignment or not. The provision prohibiting the assignment of any money payable under the agreement or of the contractor’s claim thereto without the written consent of the commission is a valid agreement binding upon the parties and upon any one undertaking to assert rights thereunder. Omaha v. Standard Oil Co. 55 Neb. 337. See Pike v. Waltham, 168 Mass. 581, 587; Staples v. Somerville, 176 Mass. 237, 241; Devlin v. Mayor, Aldermen & Commonalty of New York, 63 N. Y. 8, 17. To give the Commonwealth the right to have the benefit of these express terms of the contract contravenes no rule of public policy relating to the free alienation of property. The contention that the Commonwealth should be required to pay the bank and be left to its remedy against the contractors for breach of contract cannot be maintained. In Portuguese-American Bank of San Francisco v. Welles, 242 U. S. 7, 11-12, the contract with a municipality contained a provision in some respects like that quoted from the contract in the case at bar. In that case the rights of the parties were based in part upon California statutes and the municipality made no objection to the assignment and was willing that the common law should take its course.
As the provision in the contract was valid and the assignment was unenforceable against the Commonwealth, the payment to the contractors after notification of the assignment was a discharge of its obligation under the contract. Delaware County Commissioners v. Diebold Safe & Lock Co. 133 U. S. 473, 493. The purpose of this bill in equity was to enforce the statutory security obtained by the Commonwealth- under G. L. c. 30, § 39, as amended by St. 1922,
The fund remaining in the hands of the metropolitan district commission was rightly ordered to be paid to the contractors.
Interlocutory and final decrees affirmed with costs.