Third-Party Beneficiaries & Assignments

Question 1

Intended Third-Party Beneficiary (ITPB)

Answer 1

Vested:
* K CANNOT be modified or canceled UNLESS ITPB consents.

Not Vested:
* K can be modified or canceled without ITBP’s consent.

Question 2

Third-Party Beneficiary (TPB): Vesting

Answer 2

1. TPB learns of K, AND assents to it; or
2. TPB learns of K, AND relies on it; or
3. TPB learns of K, AND sues to protect their rights.

Learn + (Assent, Rely, or Sue)

Question 3

Assignments and Delegations

Answer 3

All Ks are assignable and delegable EXCEPT for:
* unique personal service Ks; and
* long term requirement Ks.

They can be oral or written. They can be gratuitous or for value.

But if gratutious, absent evidence of reliance, are usually deemed to be revocable.

For value, usually deemed to be irrevocable.

Act of revocation: D pays F instead of Z, assignee. F accepts the money. This act can be considered a revocation of F’s gratuitous assignment to Z, the assignee.