5th issue: Third-Party problems Flashcards
what do you call a person trying to enforce a K they did not make
3rd party beneficiary
how will know 3rd party beneficiary problem
look for more than 3 people
- look for 2 people k’ing with common intent to a 3rd party.
vocab: 3rd party beneficiary
not a party to K. able to enforce others made for her benefit
vocab: promisor
look for person making the PROMISE THAT BENEFITS THE 3rd party beneficiary
vocab: promisee
look for person who OBTAINS THE PROMISE THAT BENEFTS 3rd party beneficiary
vocab: intended/ inciddntal
only intended beneficiares have contractal rights
- intent of the 2 parties K determines w/e a 3rd party beneficiary is itended or incidential
when will you know a 3rd party beneficiary is intended B
always named in K
vocab: creditor/donee
usually donees
- Look w/e 3rd party beneficiary was a creditor of the promisee b4 contract
what are the only 3rd party beneficiary that can enforce K
INTENDED B’s
what is the test w/e party can cancel 3rd party beneficiary K
1) w/e 3rd party beneficiary KNOWS OF AND
2) has relied on or assented as requested
- If both then cannot cancel or modify
does 3rd party beneficiary need BOTH knows of and relied on or assented as requestd to prevent a party from canceling or modifying K
YES
4 people who can sue whom
1) B can recover from PROMISOR
2) Promisee can recover from promisor
3) GR: B CANNOT recover from promisee
4) LIMITED x/c: creditor B can recover from promisee BUT ONLY on pre-existing debt
can B recover from the promisee
NO
what is the x/c that B cannot recover from promisee
CREDITOR B can recover from promisee but only on pre-existing debt
defenses for 3rd party B
If 3rd party beneficiary sues promisor, promisor can assert any defense that he would have if he had been sued by promisee
generally what is assignment of rights
a person trying to enforce a K she did not make
what is an assignment
a transfer of rights under a K
1) k b/w only 2 people and
2) one of the people later transfers rights under that K to a 3rd party
vocab: assignor
party to K who later transfers rights under the K to another
vocab: assignee:
not a party to a K. able to enforce the K b/c of the assignment
obligor
other party to the K
what if the K is a prohibition on assignment?
if simply says do not assign, only prohibition.
- assignor is liable for breach of K BUT
2) assignee who does not know of the prohibition can still enforce the assignment
if the K is a prohibition on assignment can the assignee still enforce assignment
assignee who does not know of the prohibition can still enforce the assignment
- assignor is liable for breach