Sally Beauty Co. v. Nexxus Products Co.
7th Circuit
801 F.2d 1001 (1986)
Best Barber & Beauty Supply (Best) agreed to be Nexxus Products Co.'s (Nexxus) (defendant) exclusive Texas distributor; when Sally Beauty Company (Sally) (plaintiff) acquired Best and received assignment of its contracts, Nexxus renounced the agreement because Sally was a wholly-owned subsidiary of Alberto-Culver, a direct Nexxus competitor. Sally sued for breach of contract; the district court granted Nexxus summary judgment on the theory that the parties' agreement rested on personal trust and confidence, making Best's performance non-delegable, and Sally appealed.
Whether Section 2-210 of the Uniform Commercial Code permits delegation of an obligor's performance under an exclusive-distribution agreement to a wholly-owned subsidiary of a direct competitor without the obligee's consent.