THIRD PARTY PROBLEMS

Question 1

Who can sue whom? (3rd p beneficiary rules)(4)

Answer 1

1. BEN from P’OR- YES
2. P’EE from P’OR- YES
3. BEN from P’EE- NO
4. C. BEN from P’EE- YES on PREEXISTING DEBTS

Question 2

Prohibition (assignment)

Answer 2

takes away RIGT to assign but not POWER to assign therefore:

1. assignor still liable for BREACH
2. assignee unaware of prohibition can still enforce assignment

Question 3

Invalidation (assignment)

Answer 3

takes away RIGHT to assign and POWER to assign

Question 4

Assignment (common law)(2)

Answer 4

even if K silent, CL bars assignments that SUBSTANTIALLY CHANGE the duties of obligor

1. right to payment- not usually substantial
2. right to K performance other than right to payment- USUALLY SUBSTANTIAL

Question 5

Revocation (Assignments)

Answer 5

consideration not required and gratuitous assignments can be revoked

Question 6

Who can sue whom (assignment rules)(4)

Answer 6

1. A’EE from O’OR- YES
2. A’OR for consideration CANNOT from O’OR
3. O’or has same defenses against A’ee it would from A’or
4. payment by O’or to assignor is effective until obligor knows of assignment

Question 7

Implied Warranties of Assignor for consideration (3)

Answer 7

1. the right assigned actually exists
2. right assigned not subject to any then existing defenses by the O’or
3. assignor will do nothing after the assignment to impair the value of the assignment

Question 8

Multiple assignments (2)

Answer 8

1. ALL GRATUITOUS- last A’ee generally wins
2. MULTI for CONSID- 1st for consideration wins

(limited exception) –> subseq A’ee takes priority over an earlier A’ee for value only if he both (i) does not know of earlier and (ii) is first to obtain payment, a judgment, a novation, or indicia of ownership “FOUR HORSEMEN”

Question 9

Delegable Duties (2)

Answer 9

generally K duties are delegable unless:

1. K prohibits delegations or prohibits assignments or
2. “personal services contract” that calls for very special skills

Question 10

Delegation (non performance) (2)

Answer 10

1. delegating party ALWAYS remains liable

2. D’ee only liable if she receives consideration from delegating party