Contracts: privity and third parties

Contracts: privity and third parties

An outline of the ways in which contractual rights can be conferred and contractual obligations imposed on third parties.
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The common law doctrine of privity of contract (also known as the third party rule) states that only the parties to a contract acquire directly enforceable rights under it. That is, only a party to a contract can sue or be sued on the contract. The origin of the doctrine derives from Tweddle v Atkinson [1861] 121 EC 762, and was applied by the House of Lords in Dunlop v Pneumatic Tyre Co Ltd v Selfridge & Co Ltd [1915] AC 847 (HL). While it is generally considered right that a contract cannot, in general, impose obligations on any person except the parties to it, the doctrine has been regarded as unfairly preventing third parties from enforcing contracts made for their benefit. Courts have sometimes contrived ingenious remedies to assist third parties and avoid injustice done to them. There are a number of exceptions to the third party rule, of which the most important is that created by the Contract (Rights of Third Parties) Act 1999 (1999 Act). This note considers the exception created by the 1999 Act and the other important statutory, equitable and common law exceptions to the rule.

The Contracts (Rights of Third Parties) Act 1999

In 1996, the Law Commission reviewed the doctrine of privity of contract, recognising the need for reform to enable third parties to enforce contracts. Following its recommendations, the 1999 Act was enacted to provide a statutory exception to the doctrine of privity of contract. It applies automatically to contracts made on or after 11 May 2000. The 1999 Act has significantly changed the doctrine of privity by providing for contracts to confer benefits on third parties in certain circumstances. However, it has not changed the common law position on imposing obligations on third parties. Despite introduction of the 1999 Act, there remain a number of other statutory exceptions to the doctrine of privity. There also exist other ways in which a person who was not party to the original contract may acquire rights and obligations which mirror those of the original parties or are linked in some way to the terms of the original contract (see Other methods of conferring contractual benefits on third parties and Methods of imposing contractual obligations on third parties below; and see Practice note, Contracts: transferring rights and obligations). The third party right Under the 1999 Act, a third party may enforce a term of a contract where: The right to enforce is given to the third party by an express term in the contract (section 1(1)(a), 1999 Act).
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Contracts: privity and third parties

The term the third party seeks to enforce purports to confer a benefit on the third party, unless on a proper construction of the contract, the parties did not intend the term be enforceable by a third party (section 1(1)(b) and (2), 1999 Act). The first limb (section 1(1)(a)) is straightforward, as it requires an express term in the contract which gives a third party the right to enforce. The second limb (section 1(1)(b) and (2)) is less straightforward, as it turns on the construction of the contract. Note that the term in question must itself purport to confer a benefit on the third party; performance of a term which then benefits a third party would not give rise to a third party right. What is the situation when a contract is neutral (silent) as to the parties intentions? In Nisshin Shipping Co Ltd v Cleaves & Co Ltd [2003] EWHC 2602 (Comm), a contract term provided for the payment of commission by one party to a third party. The contract was silent, however, as to whether the parties intended that the third party could enforce the term. The court held that the term was enforceable by the third party, on the basis that where, as in this case, the contract was neutral (that is, silent) as to the contracting parties intention, section 1(2) of the 1999 Act would not apply. Section 1(2) creates a rebuttable presumption that where the parties include a term which purports to benefit an expressly identified third party, then the parties do intend to grant the third party the right to enforce the term. This presumption can be rebutted if evidence proves that the parties did not intend to grant the third party a right to enforce the term. The approach in Nisshin was confirmed by the Court of Appeal in Laemthong International Lines Co Ltd v Artis (The Laemthong Glory) (No 2) [2005] 1 Lloyds Rep 688. In this case, there was nothing in the letter of indemnity in question to indicate that its parties did not intend the relevant terms to be enforced by a third party. It was held therefore that a third party could enforce the terms. The Court of Appeals decision in Prudential Assurance Co Ltd v Ayres and Ors [2007] EWCA Civ 52 shows that clear drafting is required for any rights to arise by virtue of section 1(1)(b) of the 1999 Act. In that case, tenants unsuccessfully argued that they were entitled to rely on a limitation of liability provision in a deed by virtue of section 1(1)(b) of the 1999 Act. Moore-Bick LJ commented that it was not plausible that the landlords were content to rely on the "uncertain effect" of the 1999 Act in order to confer a benefit on the tenants (see PLC Property, Legal update, Third partys reliance on restriction on enforcement (Court of Appeal)). Identifying the third party For a third party right to be created, the relevant third party must be expressly identified in the contract by name, as a member of a class or as answering a particular description (section 1(3), 1999 Act). The third party need not actually be in existence when the contract is entered into. In this way, contracting parties can confer benefits on, for example, an unborn child or a company that has not yet been incorporated. In Avraamides and Anor v Colwill and Anor [2006] EWCA Civ 1533, the Court of Appeal held that the claimants could not enforce an agreement under the 1999 Act, as they had not been expressly identified as beneficiaries of the relevant contract. The 1999 Act required express identification, and this requirement precluded the court from attempting to identify the third
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party by implication or contractual construction (see Legal update, Contract: rights of third parties). This case emphasises the 1999 Acts requirement for an "express" (and not implied) identification of the third parties entitled to enforce the contractual terms. It is the first case which has turned on the requirements of section 1(3) of the 1999 Act, and highlights the importance, when drafting agreements, of expressly identifying any third party who is intended to have the statutory right to enforce the terms of the contract. Remedies for breach of contract In exercising the right to enforce a contractual term, the third party is entitled to the same rights to obtain damages, an injunction or an order for specific performance as he would have had if he had been a party to the contract (section 1(5), 1999 Act). The normal rules of law applicable to those remedies, including the rules relating to causation, remoteness and the duty to mitigate loss, apply to the third partys claim. Subject to express terms The third partys right to enforce a contractual term is subject to the contracts terms and conditions (section 1(4), 1999 Act). This means that it is open to the parties when drafting the contract to exclude, limit or place conditions on the third partys right to enforce a contractual term (see Standard clause, Third party rights (exclusion) and its accompanying drafting note). This might be important to contracting parties where, for example, there is a class of third parties and, although accepting that there should be a third party right, the contracting parties wish to avoid a multiplicity of claims or to regulate the conduct of any claims. Similarly, the parties may need to consider modifying the operation of the 1999 Act in respect of: The jurisdiction in which third parties can bring claims to enforce their rights under the contract (see Governing law and jurisdiction: drafting note: Third party claims). The arbitration provisions in the contract (see Arbitration above and International arbitration: drafting note). How the contracts confidentiality provisions work in relation to third party rights (see Confidentiality: drafting note). Exclusion and limitation clauses A third party is entitled to take advantage of an exclusion or limitation clause (section 1(6), 1999 Act). For example, a contract term might exclude or limit a partys liability for the tort of negligence and expressly provide that such exclusion or limitation is for the benefit of the partys agents, servants or subcontractors. If any such agents, servants or subcontractors were negligent, they would be able to take the benefit of the exclusion clause. However: If a third party intends to rely on section 1(6) and a clause limiting liability (such as the example cited above), that third party must consider the remainder of the 1999 Act and, in particular, section 3(6). Section 3(6) makes it clear that a third party can only rely on section 1 of the 1999 Act, in particular to limit liability, if they could have relied on that limit had they been a party to the contract. The third party will not, therefore, be able to rely on the exclusion or limitation clause (as in the example cited above) if the clause is held to be unreasonable under the Unfair Contract Terms Act 1977 (UCTA).
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Contracts: privity and third parties

If a third party intends to rely on a clause such as the example cited above, it must also check whether the contract excludes the effect of the 1999 Act (see Excluding the effect of the 1999 Act). If the effect of the 1999 Act has been excluded, unless there is an express carve-out from the general exclusion that allows the identified third parties (in this example, agents, servants and subcontractors) to rely on the benefit of the limitation clause, the third party cannot rely on the limitation clause. Note that a third partys ability to use UCTA to attack a contractual exclusion or limitation clause which the promisor is relying on as a defence to the third partys claim, or one which completely excludes the third partys rights under the 1999 Act, is limited. For detailed analysis of the relationship between UCTA and the 1999 Act, see Article, Third parties contractual rights: Radical changes to basic principles: Unfair Contract Terms, PLC Magazine, 1999. Variation and rescission In order for a third party to rely on rights under a contract to enforce one of its terms, the parties to the contract should not be allowed to change it so as to remove that right without the third partys consent. The 1999 Act therefore limits, in certain circumstances, the parties right to rescind or vary the contract. When is a third partys consent to variation or rescission required? Where a third party has a right to enforce a contractual term, the parties cannot rescind the contract by agreement, or vary it in such a way as to extinguish or alter the third partys entitlement under that right without his consent, if his right has "crystallised" (section 2(1), 1999 Act). Crystallisation means that either: The third party has communicated his assent to the term to the contracting party who granted the right (the promisor). This assent may be by words or conduct. If it is sent by post or other means, it must be received by the promisor to be effective. The promisor is aware that the third party has relied on the term. The promisor can reasonably be expected to have foreseen that the third party would rely on the term and he has, in fact, relied on it. The third party does not need to have suffered any loss to rely on the term. What if consent cannot be obtained? Where the third partys consent is required, the contacting parties may apply to the court to dispense with his consent if either: It cannot be obtained because the third partys whereabouts cannot reasonably be ascertained. He is mentally incapable of giving his consent. Where consent is required under section 2(1)(c) of the 1999 Act, the court is satisfied that it cannot reasonably be ascertained whether or not the third party has in fact relied on the term (sections 2(4) and 2(5), 1999 Act). Excluding the consent requirement

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Contracts: privity and third parties

The requirement for third party consent in the 1999 Act is an area of great danger for the imprudent draftsperson, because it potentially subjects contracting parties to the will of third parties before the contracting parties can amend, or terminate, the contractual arrangements which they have agreed. For this reason, the contract may expressly provide that no consent is required from third parties to the variation or rescission of the contract (section 2(3), 1999 Act) (see Standard clause, Third party rights: clause 1.2). For further information on variation of contracts, see Practice note, Contracts: variation. Assignment of the third party right Can a third party assign his right to enforce a term of a contract? The 1999 Act is silent on this point. However, the Law Commission, in its 1996 report, commented that a third party should be able to assign its rights under the 1999 Act in the same way as a party to a contract can assign its rights in common law. The Law Commission did not however think that an express legislative provision to this effect was necessary. In principle, therefore, it would seem possible for a third party to assign his rights to another person. Defences, set-off and counterclaims The 1999 Act provisions on defences, set-off and counterclaims should be borne in mind when drafting the contract. The general principle is that where a third party seeks to enforce a right under a contract against a contracting party, the contracting party is entitled to rely on any defence or set-off arising from, or in connection with, the contract (relevant to the term on which the third party relies) that would have been available to that contracting party had the claim been brought by the other party to the contract (section 3(2), 1999 Act). This general principle can be extended by an express term in the contract, so that a contracting party can also rely by way of defence or set-off against a third party on any matter if an express term of the contract provides for it and it would have been available to him if the proceedings had been brought by the other party (such as those defences and set-offs arising from matters outside the contract) (section 3(3), 1999 Act). It can also be limited or excluded by an express term in the contract (section 3(5), 1999 Act). In addition to the general principle stated above, where a third party seeks to enforce a right under a contract against a contracting party, the contracting party is entitled to rely on any defence or set-off or raise any counterclaim (even if it does not arise from the contract itself) which would have been available to that contracting party had the third party been a party to the contract (section 3(4), 1999 Act). This rule can be limited or excluded by an express term in the contract (section 3(5), 1999 Act). Protection from double liability The third partys right to enforce a particular term of the contract under the 1999 Act does not affect the promisees right to enforce that term (section 4, 1999 Act). In some circumstances
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therefore the promisor could be sued by both promisee and the third party for the same breach of contract. Although the general rule is that a promisee can only sue for its own loss, the courts have gradually extended the circumstances where the promisee is able to sue for losses suffered by the third party. The 1999 Act therefore provides that if the promisee has recovered a sum in respect of the third partys loss, the court or arbitral tribunal can reduce the award to the third party as it thinks appropriate to take account of that sum (section 5, 1999 Act). Arbitration In certain situations, the provisions of the Arbitration Act 1996 apply in relation to third party rights under the 1999 Act (section 8, 1999 Act). Without section 8, the main provisions of the Arbitration Act 1996 would not apply because a third party is not a party to the arbitration agreement between the promisor and the promisee. The 1999 Act distinguishes the following two situations: The most common, is when the third party has a right under the 1999 Act to enforce a contractual term, and that right is subject to another contractual term providing for the submission of disputes to arbitration (provided that agreement is in writing for the purposes of the Arbitration Act 1996). In this case, the third party will be treated as if he were a party to that arbitration agreement where there is a dispute between the third party and the promisor in relation to the contractual term (section 8(1), 1999 Act). Where a third party has a right under the 1999 Act to enforce a contractual term providing for the arbitration of disputes between the third party and the promisor (for example, tort claims) but which does not relate to other substantive terms of the contract that are enforceable by the third party. In this case, if the arbitration agreement is in writing for the purposes of the Arbitration Act 1996, the third party can choose to enforce the arbitration agreement and the Arbitration Act 1996 will apply. However, the third party cannot, in these circumstances, be compelled to arbitrate such disputes and it will remain free to choose to litigate the disputes in the normal way (section 8(2), 1999 Act). In Nisshin (see The third party right), the court considered whether the enforcement of the third party rights was subject to the arbitration provisions. It held that under section 8 of the 1999 Act, the third party was entitled to the benefit of, and was bound by, the arbitration provisions in the agreement and there was no further requirement to show that the contracting parties intended that the third party should be able to enforce the arbitration provisions. Excluding the effect of the 1999 Act The parties can expressly agree in their contract that a person who is not a party to the contract shall not have any rights under or in connection with it by virtue of the 1999 Act. This operates to exclude the effect of the 1999 Act. For clauses excluding the rights of third parties to enforce the terms of a contracts, see Standard clause: Third party rights. Exceptions A number of situations are specifically excluded from the application of the 1999 Act, generally on the basis that they relate to areas already regulated by statute: Bills of exchange, promissory notes and other negotiable instruments.
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A contract binding on a company and its members under section 14 of the Companies Act 1985 (such as a companys memorandum and articles of association); after 1 October 2009, this will refer to section 33 of Part 3 of Chapter 4, of the Companies Act 2006. Any incorporation document of a limited liability partnership or any limited liability partnership agreement as defined in the Limited Liability Partnerships Regulations 2001 (SI 1090/2001). Preventing a third party enforcing any term of a contract of employment (but not a termination agreement) against an employee. This does not prevent a third party (for example, a customer of an employer) seeking to enforce a term of the contract of employment against the employer. In addition, employment-related contracts (for example, the terms of a share option scheme) are not outside the scope of the 1999 Act. For this reason, it is common to see in such documents specific exclusions of the operation of the 1999 Act. Contracts for the carriage of goods by sea, rail and road (other than in respect of a third partys right to take advantage of an exclusion or limitation clause in such a contract). (Section 6, 1999 Act.) For further information on the 1999 Act, see: Standard document, Third party rights and its accompanying drafting note. Checklist, Third party rights. Article, Third parties contractual rights: Radical changes to basic principles, PLC Magazine, 1999. Article, Third party rights: four years on, PLC Magazine, 2004.

Other methods of conferring contractual benefits on third parties

The 1999 Act does not affect any right or remedy of a third party that exists or is available apart from the 1999 Act itself (section 7(1), 1999 Act). This means that the existing statutory and common law exceptions to the doctrine of privity are still valid (including those mentioned below) but in practice, where possible, contracting parties are more likely to rely on the more straightforward application of the 1999 Act instead. Statutory exceptions There are a number of legislative exceptions to the doctrine of privity which confer rights on third parties, for example, the rules regarding various different types of insurance policies, the law on bills of exchange and bills of lading, section 56(1) of the Law of Property Act 1925 (third parties taking an interest in land), section 14 of the Companies Act 1985 (memorandum and articles of a company bind the company and its members), and the law relating to package holiday tour contracts. Creation of a trust A contracting party may declare that it holds the benefit of a contractual promise on trust for third party beneficiaries, giving the third parties rights in equity to compel enforcement of the contract (Darlington Borough Council v Wiltshier Northern Ltd [1995] 1 WLR 68).
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Case law suggests that the trust of a promise can only be applied to promises to pay money or to transfer property as attempts to apply it to other forms of contractual obligations have failed (Norwich City Council v Harvey [1989] 1 WLR 828). Collateral contracts Although not strictly an exception to the doctrine of privity, a contract between two parties may be deemed to be accompanied by a collateral contract between one of them and a third party relating to the same subject-matter, which may, in effect, allow that third party to enforce a term of the main contract. However, the validity of such arrangements are often challenged on the grounds that no consideration is given for the collateral contract. An example of a valid collateral contract arose in the case Shanklin Pier Ltd v Detel Products Ltd [1951] 3 All ER 471. In this case, a pier owner sought assurances from a supplier of paint as to the paints suitability for use on the pier. Relying on these assurances, the pier owner contracted with painters to repaint the pier, specifying the use of that particular paint. The paint proved unsuitable and the pier owner wished to sue the paint supplier (who contracted with the painters, not the pier owner). The issue arose as to whether there was a contract between the paint supplier and the pier owner. The court held that there was a collateral contract, arising from the assurances as to the paints suitability. The consideration for the statement about the paint was the owner requiring that the painters procure the specified paint from the paint suppliers. Collateral warranties and the construction industry A collateral warranty is a contract under which a professional consultant, building contractor or subcontractor generally warrants to a third party that it has complied with its professional appointment, building contract or subcontract. It is a common feature in construction contracts, which operates to bypass the doctrine of privity of contract and allow funders, buyers or tenants the benefit of some "construction security". For more information, see Practice note, Collateral warranties on contruction projects. Third party reliance on exclusion clauses The courts have allowed a number of devices under which third parties have been able to rely on clauses limiting or excluding their liability for negligence. These include: The use of "Himalaya" clauses. These clauses extend the defences of a contracting party to a third party employed by that contracting party, where the third party is deemed to have accepted a unilateral offer made by the other contracting party on terms including the exclusion clause) (New Zealand Shipping Co Ltd v A M Satterthwaite & Co Ltd (The Eurymedon) [1975] AC 154). These clauses are designed to prevent one contracting party from bypassing the limitations of liability available to the other contracting party by instead suing the third party employed by the other contracting party. Construction of an exclusion clause as limiting the scope of a duty of care which would otherwise have existed in tort (Southern Water Authority v Carey [1985] 2 All ER 1077 and Norwich City Council v Harvey [1989] 1 WLR 828). Tort of negligence The tort of negligence can be viewed as an exception to the third party rule. A contracting party can, in certain circumstances, incur liability in tort as a result of breaching a contract to which the claimant is not a party. The remedy in tort in effect serves to enforce a contract benefiting a third party at the suit of the third party. For example, solicitors were held to be negligent (based
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on an extension of the principle of assumption of responsibility in Hedley Byrne and Co Ltd v Heller and Partners Ltd [1964] AC 465) and liable to a prospective beneficiary for the loss of the intended legacy, when they failed to draw up a will before the testator died (White v Jones [1995] 2 AC 207). For further details on the tort of negligence, see Practice notes, Professional negligence and Negligent misstatement. Deed poll A deed executed by one person alone (deed poll) can be enforced by a third party in whose favour it is executed (Chelsea and Waltham Green Building Soc v Armstrong [1951] Ch 853). This is in contrast to a deed executed between two or more parties (inter parties deed) which is customarily used to confer rights only between those parties and is not typically enforceable by third parties (Gardner v Lachlan (1836) 8 Sim 123), unless for example, the third party has enforceable rights by virtue of the 1999 Act. A person can therefore unilaterally undertake an obligation to another person or class of persons by executing a deed poll in their favour. The beneficiaries do not have to be a party to the document (or provide consideration in order to be able to enforce the deed poll) and the promisor cannot vary the deed poll, after it has been executed and delivered, without the beneficiaries consent. In practice, deed polls are used for guarantees of indebtedness under loan stocks and similar debt instruments where they are executed solely by the guarantor - the investors, in whose favour the guarantees are given, are not signatories to the deed polls (see Legal update, Third party enforcement of deeds). Agency The general principle of agency is that where a principal expressly or impliedly authorises his agent to enter into a contract on his behalf, the contract is treated as if it was made between the principal and the other party (customer). The principal can sue (and be sued) on the contract. Although agency appears to be an exception to the doctrine of privity of contract, and one which allows the principal to enforce the benefit of a contract, the agent and principal are treated as if they are one person. The principal does not acquire rights under the contract as a third party; he acquires rights (and liabilities) under it as a party to it. One form of agency, however, operates in a manner more akin to an exception to the doctrine of privity, and that is the case of an undisclosed principal. If the agent contracts with the customer on behalf of his principal (where he is acting within his authority) but he does not make it clear to the customer that he is acting for a principal, the principal is still permitted to enforce the contract against the customer who was unaware of his identity, despite the fact that the customer did not intend to contract with the principal (unless the customer can show that the terms of the contract are incompatible with agency). For further information on undisclosed principals, see Legal update, Commercial: Undisclosed principal. For further information on agency, see Practice note, Agency: overview. Assignment
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Contracts: privity and third parties

A party may assign his rights under a contract to a third party, subject to any express provisions to the contrary in the contract, or unless the contract is a personal contract. If the assignment takes effect as a legal assignment, the third party will be able to enforce the contract in his own right. If the assignment takes effect as an equitable assignment, the third party may still enforce the contract against the other party to the contract, but must join the assignor to the action. For further details on assignment, see Practice note, Contracts: assignment. Novation Novation is a means of ensuring that a contracting partys rights are given to a third party, although, strictly speaking, the original rights are not transferred to the third party: the novation extinguishes the original contract and replaces it with another contract in which the third party takes up the rights and obligations which duplicate those of one of the original parties to the agreement. For further details on novation, see Practice note, Contracts: novation.

Methods of imposing contractual obligations on third parties

In general, the third party rule prevents contracting parties from imposing obligations on a third party. The 1999 Act does not help here: it gives a third party rights to enforce a term of a contract but it does not enable the contracting parties to impose obligations (or burdens) on the third party (see The third party right). The law on assignment is also of no assistance here as it only allows a contracting party to assign the benefit of the contract to a third party; contractual obligations cannot be assigned (see Practice note, Contracts: assignment). However, the following mechanisms are ways in which the obligations of a contract may be imposed on a third party. Covenants concerning land Certain covenants may run with the land so as to impose burdens on parties other than the original contracting parties. The relevant covenant may relate to freehold land or leasehold land (see PLC Property, Practice note, Restrictive covenants). Subcontracts A contracting party can arrange for a third party to perform his obligations through a subcontract with the third party (provided the contract allows him to do so and the obligations are not personal). Strictly speaking, the subcontracting partys obligations under the main contract are not imposed on the third party: the third party accepts obligations under the subcontract that mirror the subcontracting partys obligations under the main contract. For further information on subcontracting, see Practice note, Contracts: subcontracts. Agency An agent may contract on behalf of his principal and so impose contractual obligations (as well as benefits) on the principal (see above): If an agent enters a contract with another party (customer) and that contract is within the scope of his actual authority (express or implied), the principal is bound by the contract. If the agent acts outside his actual authority but within the scope of his apparent authority, the principal is once again bound by the contract.
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If he acts outside his actual and apparent authority in making the contract on the principals behalf, the principal is not bound by the contract unless he chooses to ratify it. For further information on agency, see Practice note, Agency: overview. Novation The burden of a contract may be imposed on a third party by novation (see above).

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Contracts: privity and third parties

Article Information
RESOURCE INFORMATION

The fulltext is available at http://www.practicallaw.com/8-380-8057

General

Article ID: 8-380-8057 Document Generated: 17-Sep-2009 16:53:56

Jurisdiction

England http://www.practicallaw.com/topic9-103-0624 Wales http://www.practicallaw.com/topic4-103-1070 United Kingdom http://www.practicallaw.com/topic1-103-0717

Subject

General contract and boilerplate http://www.practicallaw.com/topic9-103-1119 Substantive law http://www.practicallaw.com/topic6-204-9134 Contracts and deeds: land and buildings http://www.practicallaw.com/topic4-103-1310 Miscellaneous: finance http://www.practicallaw.com/topic3-103-1103
References

Collateral warranties on construction projects (http://www.practicallaw.com/0-371-6962) Third party's reliance on restriction on enforcement (Court of Appeal) (http://www.practicallaw.com/0-380-6689?item=0-380-6689) Commercial: Undisclosed principal (http://www.practicallaw.com/1-100-4073) Nisshin Shipping Co Ltd. v Cleaves & Company Ltd. & Ors [2003] EWHC 2602 (Comm) (http://www.practicallaw.com/1-106-7433) Collateral warranty or collateral contract (http://www.practicallaw.com/1-107-5937) Agency (http://www.practicallaw.com/1-107-6376) Third party enforcement of deeds (http://www.practicallaw.com/1-202-1477) Third party rights: drafting note (http://www.practicallaw.com/2-107-3848) Equitable assignment (http://www.practicallaw.com/2-107-6540) Negligent misstatement (http://www.practicallaw.com/2-379-9503) Restrictive covenants (http://www.practicallaw.com/3-107-4475)
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Contracts: privity and third parties

Professional negligence (http://www.practicallaw.com/3-107-4970) Contract: rights of third parties (http://www.practicallaw.com/3-206-2042) Contracts (Rights of Third Parties) Act 1999 (http://www.practicallaw.com/4-106-4541) Governing law and jurisdiction: drafting note: Third party claims (http://www.practicallaw.com/4-107-3852) International arbitration: drafting note (http://www.practicallaw.com/5-107-3856) Contracts: novation (http://www.practicallaw.com/5-381-7510) Third party rights (http://www.practicallaw.com/6-101-3541) Third party rights: four years on (http://www.practicallaw.com/6-102-8868) Third party rights (http://www.practicallaw.com/6-107-3846) Contracts: transferring rights and obligations (http://www.practicallaw.com/6-381-2574) Contracts: variation (http://www.practicallaw.com/7-380-8331) Contracts: assignment (http://www.practicallaw.com/7-381-7509) locator (http://www.practicallaw.com/7-382-2761) Agency: overview (http://www.practicallaw.com/8-107-3647) Confidentiality: drafting note (http://www.practicallaw.com/8-107-3831) Legal assignment (http://www.practicallaw.com/9-107-6754)

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