Bel-Ray Co. v. Chemrite (Pty) Ltd.
United States Court of Appeals for the Third Circuit
181 F.3d 435 (1999)
Bel-Ray Company (plaintiff) contracted with Chemrite Limited (defendant) to manufacture and distribute Bel-Ray products in South Africa. Lubritene Ltd. later acquired Chemrite and took over its rights under the agreements, and Bel-Ray, aware of the acquisition, kept doing business with Lubritene without objection. When Bel-Ray later sued Lubritene for breach and sought to compel arbitration under a clause in the agreements, Lubritene argued the assignment was ineffective because the agreements required Bel-Ray's written consent to any assignment, which had never been given. The district court compelled arbitration, and Lubritene appealed.
Whether failure to comply with a contract clause limiting assignment renders the assignment void when the clause does not expressly say noncompliance voids the assignment.