Rights of Third Parties - In Depth Notes

Assignment: Transfer of contract rights to a third person.
Delegation: Appointment of another person to perform an obligation.
Third-party Beneficiary: An individual intended to benefit from a contract between two other parties.

Nature of Assignment:
- Obligors owe duties; obligees have rights to receive performance.
- In a contract, when a right is assigned, the person relinquishing their right is the assignor, while the recipient is the assignee.
Valid Assignments:
- Assignment is valid unless it violates public policy or substantially alters the obligations of the obligor.
- Example: Assigning debts is permissible unless it increases risk to the obligor.
Creating an Assignment:
- No specific language required; intent must be clear. Some states require written assignment under statute of frauds.
Effects of Assignment:
- The assignor loses rights, and the assignee can enforce the contract.
- Assignments can be revocable unless stated otherwise.

Nature of Delegation:
- Migration of duty does not eliminate the original obligor’s obligations unless there’s a novation.
- Delegator retains responsibility unless the obligee agrees to hold the delegatee accountable.
Delegable vs. Nondelegable Duties:
- Duties generally delegable unless they're personal in nature or explicitly forbidden by the original contract.
- Example: Artist cannot delegate the task of painting without consent due to personal skill requirement.

Types of Beneficiaries:
- Intended Beneficiary: Has rights due to the contract's intent to benefit them.
- Donee Beneficiary: Receives a gift; can enforce rights against promisor.
- Creditor Beneficiary: Rights arise to satisfy a legal duty owed by the promisee; can enforce against both promisor and promisee.
Incidental Beneficiaries:
- No enforceable rights; benefits received are incidental to the contract objectives between primary parties.
Vesting of Rights:
- Rights may vest and thus become enforceable when the beneficiary learns of the contract.
- Rights cannot be modified or discharged after vesting without consent.

Contract Clauses: Non-assignable clauses are often enforceable but can be interpreted narrowly by courts.
Public policy considerations also affect assignments and delegations, protecting against potential unfairness.

Notable legal questions for analysis:
- Can a non-party sue to enforce a contract?
- Is an employment contract assignment valid?
- Ethical considerations in employment transitions and competition.
Encourages understanding legal complexities for rights and duties under contracts, impacting business and individual responsibilities.