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Contracts • Third Parties
K#197
Legal Definition
Generally, all contract duties are delegable, except where: (1) duties involve personal judgment and skill; (2) a delegation would change the obligee expectancy; (3) the other party reposed a special trust in the delegator; and (4) there is a contractual restriction against delegation (or assignments).
Plain English Explanation
Generally, all contract duties are delegable, except where:
(1) the duties involve a level of personal judgment and skill that the original parties expected from a specific person;
(2) there contract is either a requirement contract or output contract, and delegating the duty changes the original expectations of the bargain;
(3) there is a special relationship of trust between the parties (like between an attorney and a client, or doctor and a patient);
and (4) the contract explicitly prohibits delegation or assignment.
(1) the duties involve a level of personal judgment and skill that the original parties expected from a specific person;
(2) there contract is either a requirement contract or output contract, and delegating the duty changes the original expectations of the bargain;
(3) there is a special relationship of trust between the parties (like between an attorney and a client, or doctor and a patient);
and (4) the contract explicitly prohibits delegation or assignment.
Visual Aids
Related Concepts
In a third-party beneficiary situation, who is the third-party beneificiary, who is the promisor, and who is the promisee?
What defenses may a promisor assert against a third-party beneficiary?
What is a promisee?
What is a promisor?
What is the difference between an incidental and intended beneficiary?
What two types of intended beneficiaries are there?
When do a third party's rights to enforce the contract vest?
Who can sue whom in a suit involving beneficiaries, promisees, and promisors?
Who can sue whom in a suit involving the delegation of duties?