Baker v. Eufaula Concrete Co.

The Bakers (plaintiffs) leased mining rights on their land to Eufaula Concrete (defendant) under a contract barring assignment without the Bakers' consent; when Williams Brothers later purchased Eufaula, the purchase agreement listed the Baker lease as an acquired asset but stated it was not an assignment as to any lease requiring consent that hadn't been obtained. Despite that disclaimer, Williams Brothers used its own equipment to mine the property, paid the Bakers royalties directly for at least one month, and later collected and passed through royalty payments from a third-party miner. The Bakers sued for a declaration that Eufaula had assigned the lease without consent, but the trial court granted Eufaula a directed verdict based on the purchase agreement's own no-assignment language, and the Bakers appealed.

Whether a transaction constitutes an assignment of a contract despite the parties' written agreement disclaiming any assignment, where extrinsic conduct suggests the assignor actually intended to transfer its contractual rights.