TPB, Assignment, Delegation

Question 1

Third Party Beneficiaries (parties)

Answer 1

Promisee and Promisor enter into K. TPB not party to K but stand to benefit from K. (TPB vs. Promisor

Question 2

TPB-Defenses promisor can raise

Answer 2

1. TPB status-Intended beneficiary (standing to bring action) or incidental beneficiary (no standing to bring action) 2. TPB’s rights modified or discharged before vesting 3. Any K defense that can be brought 4. Any defense that promisee would have against TPB-if promise to pay promisee’s indebtedness to TPB

Question 3

TPB-Intended beneficiary

Answer 3

1. Recognition of right to performance necessary to effectuate parties intentions & 2. Performance satisfies promisee’s financial obligation; OR promisee intends to give TPB benefit of performance

Question 4

Assignment (parties)

Answer 4

Assignor-assigns right, Assignee-party to whom right assigned, Obligor-duty assigned. Typically Assignee v Obligor

Question 5

Assignment gen rules

Answer 5

1. rights freely assignable 2. assignor must make present transfer of right and has no right to performance after assignment 3. upon notice obligor must perform for assignee

Question 6

Assignment-Obligor’s defenses

Answer 6

1. Any K defenses vs Assignor 2. Right not assignable-statutory prohibition, non assignment clause, against public policy, materially affects obligor’s performance 3. Assignment ineffective-no transfer of rights

Question 7

Delegation (parties)

Answer 7

Delegator-delegates the duties, Delegate-party to whom duty delegated, Obligee-party to whom duty owed

Question 8

Delegation-Gen rule

Answer 8

1. Party may delegate duties 2. Delegate must agree to delegation-cannot be imposed 3. Obligee must accept performance from delegate 4. Delegator remains liable on K

Question 9

Delegation-Exceptions

Answer 9

1. personal service cannot be delegated 2. substantial interest 3. best efforts

Question 10

Assignment of K (parties)

Answer 10

1. Seller-Assignor and Delegator 2. Buyer-Assignee and Delegate 3. Customer-Obligor and Obligee

Question 11

Assignment of lease agreement

Answer 11

If lease silent on subletting-T can sublet. If lessor must give permission-Courts split on refusal must be reasonable. If K states tenant cannot sublet-sublease not void and T may be liable for $$

Question 12

TPB’s rights modified or discharged before vesting. (rights vest when…)

Answer 12

Beneficiary assents, sues, or relies (before notice of discharge or modification)