Third Party Benefciaries/ Assignment

Question 1

Third Party beneficiary

Answer 1

K where the parties knew that one party’s benefit will go to a third party.
K implicitly or explicitly states TP gets benefit.
gives TPB the right to sue on the K.
parties can modify and rescind rights w/o his consent until his rights vest.

Question 2

TPB rights vest:

Answer 2

1. TPB brings suit on the matter.
2. The TPB justifiably relies on the K and changes her position
3. TPB manifests consent to either party at their request
4. rights vested under terms on the K providing for that vesting.

Question 3

Assignment

Answer 3

Transfer of a right to benefit under a K. Assignor must manifest the intent to make a present transfer of the right w/o further action by the owner or obligor.
* not assignable if it would materially alter the risks or obligations under the K.

Question 4

Rights of assignee

Answer 4

Gets the rights, duties and defenses the assignor had.
If more than one assignee, first prevails.
FL: first prevails unless second assignee, w/o knowledge or reason to know of first assignee, gives notice to obligor first.

Question 5

Delegation

Answer 5

TP agrees to satisfy performance obligation owed to one of the parties. delegator still responsible under the K.
Delegee liable to both the delgator and the other party for breach.

Question 6

Novation

Answer 6

Relieves the delegator of his responsibility under the K.

Other party to the K must clearly release the delegator.

Question 7

Delegatable duties

Answer 7

All obligations delegated accept:

1. requires personal performance or
2. when K prohibits delegation. (these provisions are fully enforceable generally).