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Unformatted text preview: Chapter 12 Chapter
Third Party Rights + Discharge Third Party Third
• 3rd party = someone not a party to not original agreement original
– (Did not sign the agreement) • 3rd parties can be involved
– At contract formation – After contract formation Third Party Involvement after formation formation
• Contract is a set of rights and duties • Party can transfer any of these to Party another another • Delegate Duties (have another perform Delegate for you) for • Assign Rights (transfer your rights to Assign another) another) Assignment & Delegation Assignment
• • • • • • Can occur separately or together Can assign or delegate some or all Delegatee of duty must accept Delegator of duty remains responsible Limits on delegation Obligor/Obligee? Limits on delegation Limits
• • • Special Skills Special Trust Recipient of performance will be getting Recipient something different something • Contract can prohibit 3rd Party Beneficiaries
• Present when contract is formed • Contract calls for another to be Contract benefitted benefitted • Any intended beneficiary can sue under Any intended contract contract
– Creditor – Donee (gift recipient) • Incidental Beneficiaries cannot Discharge of Duties Discharge
• Means party has done all that is needed Means under the contract under • Most often: by doing what contract Most requires = performance requires • But many other circumstances Discharge by agreement of the parties the
• Mutual Rescission
– Both agree to call off the deal • Novation
– Replace one party Replace party • Substituted contract
– “we’ll do this instead” – The new contract immediately discharges The duties of 1st contract duties Discharge by agreement of the parties the
• Accord and Satisfaction
– New agreement to replace old – Key: in settlement of dispute over old Key: agreement agreement – Discharge of duties in old contract does not Discharge occur until new agreement is performed occur – If accord not performed, can sue on either If orig or accord orig Discharge--Impossibility Discharge--Impossibility
• Death of promissor of personal service Death contract contract • Destruction of subject matter • Supervening Illegality • Death of promissee?
– Sometimes Subjective Impossibility Subjective
• Must be due to unforeseeable circumstances Must unforeseeable
– Commercial Impracticability
• Makes it so contract is extremely burdensome to perform • Price change usually not enough – Frustration of Purpose
• No harder to perform, but no longer makes sense – Know how to distinguish these two ...
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This note was uploaded on 12/06/2010 for the course BCOR 3000 at Colorado.