"Other Stuff" That Doesn't Fit Flashcards
What is the main case for 3rd party beneficiaries?
Lawrence v. Fox
someone lent money to someone else but it was meant to benefit the third party
An intended beneficiary is:
Who a contracted party intended to receive the benefit of the contract they engaged in
I.e. SAT prep course: parent pays for child to take it, the child is the intended beneficiary
Can an intended beneficiary sue for breach of contract?
Yes, because the contract was negotiated on their behalf. It was meant to benefit them, so if the contract is not completed pursuant to the contract, they can sue for breach
When can’t an intended beneficiary sue for breach of contract?
When there is language in the contract prohibiting it
What is an incidental beneficiary?
Someone who would have coincidentally benefitted from a contract, but was not the explicit intention of the contract for them to benefit
Which case describes incidental beneficiaries?
Jacob & Youngs, Inc. v. Kent
Reading Pipes would have benefitted, but that wasn’t the intention of the contracting parties
What language can be included in a contract to prevent 3rd party beneficiary rights? (Like the FB end user agreement?)
“There are no 3rd party beneficiary rights.”
What is Assignment & Delegation?
Assignment- assigning the rights of things under the contract (like payment)
Duties/Delegation- delegating the duties of the contract (what they’re supposed to do)
In the event of a breach of contract that has been assigned to another party or delegated to another party, who is responsible and why?
The party who had original privity to the contract (as long as they still exist)
Because assigning or delegating duties of a contract does not mean they lost their privity; they can be held responsible for a failure of the delegated company to perform
What does “Assign the Contract” mean?
When a company buys another company, they’re “assigning the contract”, which is assigning the rights and delegating the duties to the new company
When is an Assignment & Delegation clause not needed or does not need to be considered to be included?
When the contract is regarding a specialized or personal skills that cannot be transferred to another person
When is a skill or service considered non-specialized or non-specific, and which case alludes to this?
When it is something non-specific and is a service that is easily transferrable.
Case: Macke Co. v. Pizza of Gaithersburg, Inc.
What is Novation?
When instead of a contract being assigned and delegated, it’s completely replaced; all parties come together to reassign privity of contract to the new party and one original party and establish a brand new contract
All parties agree to remove or replace a party
