If Trump Can Be Bound By and Enforce An Agreement He Was Not Aware of...

[jberryhill]

4. There are several flaws in what you said

First, you don’t know that Trump didn’t sign. The contract says it can be executed in what are called duplicate originals, and doesn’t require delivery. The fact that Daniels doesn’t have a copy that Trump signed is not proof that he didn’t sign. And that’s aside from the fact that a signed writing is required of the party in a contract action against whom enforcement is sought. Daniels is not seeking to enforce the contract.

Secondly, rights in contracts are assignable, and duties under contracts are delegable. You will note that the contract says it is binding on, among other things, the “assigns and designees” of the parties. Now, some duties are inherently non-delegable, notably, duties which are inherently personal. However, if a contract requires Alice to pay Bob $500, and Alice delegates that duty to Charlie, Bob cannot object to that delegation, because there is no difference between Alice’s $500 or Charlie’s $500.

Third, unless a contract provides otherwise, rights in the contract can be assigned. Vast sectors of the economy operate on that principle. In this context, that would include the right to enforce it under arbitration.

Just how do you think the debt collection business works? How do you think JG Wentworth buys people’s structures settlements? Those things work because contract rights are assignable.

A lot of contracts include specific consent provisions for assignment of rights. This one notably does not. So there’s been a lot of posturing on the whole “only DD could bring an arbitration” canard. Every damned day people assign their enforcement rights in contracts. That’s how much of the music business operates. Quite simply all that had to happen was for DD and EC to enter into a contract - not involving Daniels - under which DD assigned the rights to enforcement and damages to EC. That too would be a confidential contract. But all that would have to be shown to the arbitrator is the contract signed by Daniels, and an assignment of rights in the contract from DD to EC, which is likely why the arbitrator would have proceeded on the enforcement complaint at the behest of EC.

Now, unlike the right to enforce the contract and collect damages, which are assignable, the duty not to divulge the confidential information is not delegable, because it is inherently a personal duty.

Did you ever sign, for example, a loan agreement? It says “pnwmom has to pay X bank $500 a month until the balance is paid off”. Well, if Y bank buys that loan from X bank, and tells you to pay them instead, I’m sorry to tell you that your argument of “but my contract says I have to pay X bank, not Y bank” isn’t going to get you very far. You can point at the contract and say “it says right here that I’m supposed to pay X bank” all day long. It’s a silly argument. X bank sold that loan to Y bank. You now owe Y bank and that’s all there is to it.

Alternatively, if I assume your debts, show up at the bank and say “I’m here to pay off that loan” they aren’t going to say “oh no, we can only accept that money from pnwmom”.