BCOR 3000 1nd Edition Lecture 15 Outline of Last Lecture I. Undue InfluenceII. DuressIII. Statues of FraudIV. When is writing enough?V. Parol of EvidenceOutline of Current Lecture I. What is a Third Party?II. Involvement After FormationIII. Assignment and DelegationIV. Limits on DelegationV. Limits on Assigning RightsVI. 3rd Party BeneficiariesCurrent LectureChapter 13—Third Party Rights and DischargeWhat is a Third Party- Someone who is not a party of the original agreement- Did not sign agreement- But they can be involved—at contract formation and after contract formation- Ex: subletting you house—they are the 3rd party b/c they did not sign the actual lease but still have obligations to fulfillThese notes represent a detailed interpretation of the professor’s lecture. GradeBuddy is best used as a supplement to your own notes, not as a substitute.Third Party Involvement after formation• A contract is a set of rights and duties• Ex: Painter of house has rights to get paid but has duties to paint and clean up.• Party can transfer any of these to another. One can:– Delegate Duties (have another perform for you)….and/or– Assign Rights (transfer your rights to another)– Can do separately or together– Completely or partially– If I transfer a duty—delegated (doing something for someone).– If I transfer aright—assigned. (Ex: Don’t pay me, pay my brother.)Assignment and Delegation• Can occur separately or together• Can assign or delegate some or all• Rule #1: Delegatee of duty must accept duty• Rule #2: Delegator of duty remains responsible that the job/duty is done properly and performed correctly• When one person delegates and then someone accepts both can be sued in court because both are responsible• Limits on delegation—if hired to perform a particular skill (i.e. a portrait) you cannot delegate• Obligor/Obligee?—duty and obligation are the same thingLimits on Delegation• Special Skills—if hired to perform a particular skill (i.e. a portrait) you cannot delegate • Special Trust—if there is a special trust between two people you cannot delegate• Recipient of performance will be getting something different • Ex: Bring car in on Nov. 10th to get car waxed. If it is a Camry or Honda thenit is fine, but if it is a suburban than no b/c different requirements for gettingcar fixed based on size and car model.• Contract can prohibitEssentially: “I want you, and only you, to ‘do it’ ”Can include this in any contract as a clause so that there can be no delegation.The right of payment can be assigned to anyone, even if it says no assigning of rights.If the duty can be done well, it can be done and delegated by anyone.If requires special skills, it cannot be delegated.“This contract cannot be assigned.” “This contract is not assignable.”—still means that there is no delegation or ability to assign—includes both aspects.Generally: you can transfer an duty or assign any right, unless specifically told notto.Can assign rights without delegating duties. Can assign all rights and some duties. No rights and all duties.Limits on Assigning Rights• Can almost always assign a right to receive money• Other rights can be assigned unless– Increases or changes the duty that is connected with the right• Contract can prohibit– 4-pass lift tickets if it says there are non-transferable3rd Party Beneficiaries• Present when contract is formed• Contract calls for another to be benefitted• Any intended beneficiary can sue under contract– Creditor (when one assumes loan)– Donee (gift recipient)• Incidental Beneficiaries cannotWhen parties to contract did they intend to benefit someone…if yes then the 3rd party gets rights. If it is incidental and random beneficiary they do not get rights.Ex (Donee): I go to a furniture maker. I must pay and furniture maker must make. When finished I tell the maker to send it to my dad. If the desk arrives and is damages, then my dad would have rights to making sure the desk is correct. Dad can sue furniture maker.Ex (Creditor): When there is a sublease with someone. They pay you and you pay landlord. Landlord is not part of the contract, but still receives a benefit.Ex (incidental): Construction on US 36. Limiting business for now but will provide a benefit when it is completed. Stores now cannot sue because they are incidental to the construction going on currently.Discharge of Duties• Means party has done all that is needed under the contract• Most often: by doing what contract requires = performance• But many other circumstances• Effect: In some cases, duties can be discharged even though not fully performed—“CAN DO.”It’s have you done everything you can do—can be discharged.Ex: Blizzard of 2006 there were no final exams—discharged b/c the students did what they could