Contract 46-50 Flashcards
The Warranty of Title includes what warranties?
The title conveyed shall be good and its transfer rightful;
AND
The goods shall be delivered free from any security interest or other lien or encumbrance.
Priority: N/A
Intended Third-Party Beneficiary
vs.
Incidental Beneficiary
Intended: Not a party to the contract, but has rights because the contracting parties agreed that their respective performances were intended to benefit an identified third-party.
Incidental: A person that just happens to benefit, but has NO legal rights because the purpose of the contract was not to benefit them.
Priority: Low
When does an Intended Third-Party Beneficiary’s rights vest?
When the beneficiary:
Manifests assent to the promise under the contact;
Detrimentally relied on the contract; OR
Brings suit to enforce the contract.
*Once rights vest, a contract CANNOT be modified without the third-party’s consent.
Priority: Low
When may rights and benefits under a contract be transferred (assigned) to a third-party?
IF:
The assignor manifests his intent to transfer the rights; AND
The assignee assents to the assignment.
Consideration is NOT required but if provided makes the assignment irrevocable.
Priority: Medium
When is an Assignment NOT valid?
IF:
It materially alters what is expected under the contract;
It is prohibited by law or public policy; OR
It is precluded by contract.
Priority: Medium
