Chapter 19
ThirdParty Rights to
Contracts
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Obligor and Obligee (Definitions):
Obligor: Contractual party who owes duty to other
party in privity of contract
Obligee: Contractual party owed duty from other
party in privity of contract
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Assignment (Definitions):
Assignment: Transfer of rights under a contract to a
third party
Assignor: Party to contract who transfers his/her
rights to a third party
Assignee: Party (not in privity of contract) who
receives transfer of rights to a contract
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Contractual Rights That Cannot Be Assigned
Rights that are personal in nature
Rights that would increase obligor’s risks/duties
Rights in a contract that, by its terms, expressly forbids
assignments
Rights whose assignment prohibited by law/public policy
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Delegation (Definitions):
Delegation: Transfer of duty under a contract to a
third party
Delegator: Party to a contract who transfers his/her
duty to a third party
Delegatee: Party (not in privity of contract) who
receives transfer of duty to a contract
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Contractual Duties That Cannot Be Assigned
Duties personal in nature
Duties resulting in performance substantially different from
that which obligee originally contracted (i.e., delegatee’s
performance will vary significantly from delegator’s)
Duties in a contract that expressly forbids delegation
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Third Party Beneficiary Contracts (Definitions):
Intended Beneficiary: Third party to contract whom contracting parties intended to benefit
directly from contract. Intended beneficiaries can sue to enforce contract obligations
Promisor: Party to contract who made promise that benefits third party
Promisee: Party to contract who owes something to promisor in exchange for promise made
to thirdparty beneficiary
Creditor beneficiary. Third party who benefits from contract in which promisor agrees to pay
promisee’s debt
Donee beneficiary: Third party who benefits from contract in which promisor agrees to give a
gift to third party
Vesting: Maturing of rights, such that a party can legally act on the rights
Incidental Beneficiary: Third party who unintentionally gains benefit from contract between
other parties. Contracting parties do not intend to benefit incidental beneficiary. Incidental
beneficiaries cannot sue to enforce contract obligations
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Creditor Versus Donee Beneficiaries
Creditor Beneficiary
Donee Beneficiary
Contractual performance fulfills
obligation to third party
Contractual performance gives a
gift to third party
Enforcement of rights
Beneficiary can enforce rights to
contract if contract valid and
rights have vested
Beneficiary has limited ability to
enforce contract (depending on
jurisdiction)
Beneficiary can enforce rights
against promisor
Beneficiary can enforce rights
against promisor or promisee
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Intended Versus Incidental Beneficiaries
Intended Beneficiary
Incidental Beneficiary
Contracting parties intended
to benefit third party with
their contract
Contracting parties did not
intend to benefit third party
with contract
Beneficiary has right to
enforce contract
Beneficiary does not have
right to enforce contract
Beneficiary benefits from
direct reception of
contractual performance
Beneficiary benefits from
indirect circumstances
created by contractual
performance
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