The doctrine of delectus personae involves contracts where a person agrees to use his/her personal skill and knowledge, and as a result is contracted based on the trust and confidence which is placed in the party personally. This doctrine is applicable to situations where two parties contract to become partners in a business venture. Because the contract is based on the personal trust and confidence between both parties, the doctrine of delectus personae prevents one of the parties from assigning his partnership interest to a third-party.
The use of restrictions for transfer of shares of stock is an example of the actual use of the doctrine. Two parties jointly owning stock in a company can place restrictions on the transfer of their stocks to permit the remaining party to be able to choose his/her future partner in the event the other party chooses to sell his/her stock. Therefore, contracts involving deluctus personae cannot be assigned. It is important to consider the reasons for entering into a contract before putting pen to paper and, if the contract involves personal service or delectus personae, it is equally important to realize that these duties will not be assignable.
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