A third-party beneficiary may enforce a contract made for their benefit. The question is always whether the contracting parties intended to confer that right, judged objectively from the agreement and its circumstances.
Intended versus incidental. An intended beneficiary can sue; an incidental one cannot. A subcontractor who benefits commercially because the owner pays the general contractor is incidental. A named payee of a promise to pay is intended.
Creditor and donee beneficiaries is the older vocabulary: performance satisfies an obligation the promisee owed to the third party, or it is a gift. Modern practice asks the intent question directly.
Vesting. Once the beneficiary’s rights vest — typically on assent, reliance, or suit — the original parties can no longer modify or rescind the benefit without consent. Contracts often address this expressly by reserving the right to amend.
The standard clause. Most commercial agreements now include a no-third-party- beneficiaries provision, and courts enforce it. Where the deal genuinely intends to protect affiliates, lenders or indemnitees, they must be carved out by name or the clause defeats the intention.
Where it matters most. Construction chains, insurance, guaranty structures, purchase agreements protecting a seller’s affiliates, and settlement agreements releasing non-signatories. In each of those, silence is the enemy of the intended beneficiary.