a. Intended or Incidental Ben'y
(1) Incidental no rights, just benefit
(2) Intended gets rights; intended b/c ID'd in promise, perf. runs to you & ben'y/promisee relationship supportg intention to benefit b. Donee or Creditor Ben'y
(1) Donee gets as gift
(2) Creditor when promisee owed debt & using promisor's perf. to satisfy c. Ben'y can enforce promise way it existed when rts vested
-> Promisor/ee can change, or rescind promise until vests
-> Vests when ben'y learns & assents (words/conduct), but promise can reserve power in promisee d. Promisee can also enforce promise against promisor (MAJ)
e. Creditor ben'y can sue promisee on underlying obligation or Promisor on 3P promise
3. Assignment (if assign whole K, that's assignmt of rts & delegation of duties)
-> Obligor (owes perf.), Assignor, Assignee a. Is it Assignable? Not if:
(1) K prohibits EXCEPT privilege, not power to assign destroyed so assignmt valid, but Assignor breached and totally enforceable under Code (no breach)
(2) Law Prohibits (make sure it's an ASSIGNMENT 1st!)
(3) Pers. Services K where assignmt = substn'l change in perf., or
(4) Substant'l change in perf. b/c of assignment (requirements Ks suspect or change in time/place of perf.)
b. Was it Properly Assigned?
-> Need desc. of rt assigned & words of present transfer (even if perf. for future)
-> Warranting to assignee assignable & enforceable (Assignee can sue for W breach)
c. Obligor must perform to Assignee, Assignee can enforce, Assignor no rt anymore d. Problems:
(1) Assignor dealing w/ Obligor
-> if b/4 Obligor gets notice, assignee v. assignor for breach W
-> if after notice, assignee v. Obligor, whose stuck paying twice
(2) Assignor multiple assignments
(a) Are any Gratuitous (automatically revoked unless writing delivered, token chose, or estoppel (detrimentally, reas. & foreseeably relied)
(b) Otherwise 1st w/ valid unrevoked assignment unless subsequent w/o knowledge of others gets 1) pd, 2) judgment, 3) token chose from Obligor or works 4) novation w/ Obligor (4 «horsemen» of assignment)
4. Delegations (of duty)
Delegator (of duty), Delegate (does duty), Obligee (gets perf.)
a. Is it Delegable? NOT IF:
(1) K prohibits (works here!)
(2) Prohibited by law
(3) Pers. Services (unless routine)
(4) Substantially changes char. of perf. (output Ks or time/place change)
b. No particular form for delegation (unlike assignment)
c. If delegate for consideration, Obligee can force delegate to perform (delegate makes promise to Delegator to perf. to original Obligee & Obligee now 3P ben'y of their K)
