Promisee or Any Other Person
In contract law, the concept of the "promisee" refers to the individual or party to whom a
promise is made. A promisee can either be the person who is the direct recipient of the
promise or another individual who might benefit from the performance of the promise.
Understanding the roles and rights of the promisee or any other person is crucial in
interpreting contract obligations and enforcing promises made in a contract.
Here are the key points regarding the promisee and others in relation to a promise:
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1. Definition of a Promisee
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ey Concept:
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The promisee is the individual or entity who receives a promise in a contract. The
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promisee’s right to enforce the promise depends on the terms of the contract and
whether they have provided consideration for the promise.
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xample:
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In a simple contract for the sale of goods, the buyer is the promisee as they are the
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recipient of the goods, and the seller is the promisor.
Case Law:
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● C
ase Study:Carlill v. Carbolic Smoke Ball Co.(1893)
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In this case, the Carbolic Smoke Ball Company made a public promise to pay
£100 to anyone who used their product and still contracted influenza. Mrs. Carlill
(the promisee) used the product, contracted influenza, and claimed the reward.
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The court held that Mrs. Carlill, as the promisee, had a right to enforce the
promise, even though there was no formal contract between her and the
company.
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2. Rights of the Promisee
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The promisee has certain legal rights arising from the promise made by the promisor.
These rights generally include:
● R ight to Performance:The promisee is entitled to the performance of the
promise under the terms agreed upon.
● Right to Claim Damages:If the promisor fails to performas agreed, the
promisee can claim damages for breach of contract.
● Right to Enforce the Promise:The promisee can demandenforcement of the
promise in case of non-performance.
Case Law:
● Case Study:Breach of Promise–Sweeney v. Ritchie(1925)
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In this case, the plaintiff (promisee) sued for breach of a contract when the
defendant (promisor) failed to fulfill an agreement to pay a certain sum of money.
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The court held that the promisee had a right to claim damages for the breach of
contract as they were entitled to the performance of the promise.
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3. Third-Party Beneficiaries
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Sometimes, a promise made to one party (the promisee) may benefit a third party. A
third-party beneficiary is someone who stands to gain from the performance of a
promise but is not a direct party to the contract. The issue of third-party rights in
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contracts has evolved with doctrines such as theDoctrineof Privity.
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Sub-Types of Third-Party Beneficiaries:
● Intended Beneficiaries:These are third parties whoare specifically intended by
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the parties to the contract to benefit from it. They can directly enforce the promise
if it is breached.
Example:
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If A agrees to pay B a sum of money for C's benefit, C is an intended beneficiary
and can enforce the promise if A fails to pay B.
● Incidental Beneficiaries:These are third partieswho benefit from the contract
by chance but were not intended beneficiaries. Incidental beneficiaries do not
have the right to enforce the promise.
Example:
If A hires B to perform construction work on property that B owns, the neighbors
(C) may indirectly benefit from the improvements but cannot enforce the contract
between A and B.
Case Law:
● C ase Study:Dunlop Pneumatic Tyre Co. v. Selfridge& Co.(1915)
In this landmark case, Dunlop sued Selfridge, who had sold tires at a lower price
than agreed upon in a contract. The issue was whether Dunlop could enforce the
contract even though they were not directly a party to the agreement between
Selfridge and a retailer. The court ruled that Dunlop could not enforce the
agreement because they were not a party to the contract and were not an
intended beneficiary.
● Case Study:Tweddle v. Atkinson(1861)
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In this case, a father agreed to pay a sum of money to his son-in-law under a
contract. The son-in-law tried to enforce the promise even though he was not a
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direct party to the contract. The court held that the son-in-law could not enforce
the promise because he was an incidental beneficiary and not a party to the
contract.
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4. The Doctrine of Privity of Contract
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The Doctrine of Privity of Contract states that only the parties to the contract can
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enforce the terms of the contract. A third party (who is not a direct party to the contract)
cannot typically sue to enforce the contract, even if they benefit from it.
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Exceptions to Privity:
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● A gency Relationships:If one party is acting on behalfof another (the principal),
the promisee may be able to enforce a promise made to them, even if they are
not a direct party.
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● Statutory Exceptions:Certain statutes may allow thirdparties to enforce a
contract if they are specifically intended to benefit.
● Trusts:If a contract is made for the benefit of athird party (such as a trust), the
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third party may be able to enforce it.
Case Law:
● Case Study:Beswick v. Beswick(1968)
In this case, the court allowed a third-party (the widow of the deceased) to
enforce a contract made between the deceased and his nephew, where the
deceased promised to pay an annuity to his wife. The court granted enforcement
f the promise because the widow was considered an intended beneficiary, and
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the contract was specifically for her benefit.
5. Promisee’s Obligation to Perform
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While the promisee is typically the recipient of the promise, they may have obligations in
return for the promise or may be required to act in a way that facilitates the fulfillment of
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the promise. In certain cases, the promisee must perform some action for the contract
to be completed.
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xample:
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In a contract for the sale of goods, the promisee (buyer) may be required to pay for the
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goods or take delivery of them.
6. Assignment of Rights by Promisee
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The promisee in a contract may have the right to assign their rights to a third party,
either partially or entirely. This means the promisee can transfer their rights to another
person, who can then enforce the contract. The right to assign is often explicitly
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addressed in the contract.
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Types of Assignments:
● A bsolute Assignment:The promisee transfers theirentire right to receive
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performance to another party.
● Partial Assignment:The promisee assigns only partof their rights to another
party.
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Case Law:
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irkham v. Gorman(2002)-This case involved the assignment of rights where
the promisee transferred their right to receive payment to a third party. The court
considered whether the assignment was valid and enforceable and clarified that
assignments must be made clearly and with the intent of transferring the rights.
7. The Role of Consideration
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For a promise to be enforceable, there must be consideration, which refers to
something of value exchanged between the parties. In most cases, the promisee
provides consideration, such as money or services, in exchange for the promisor’s
promise.
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onsideration from Promisee:The promisee's considerationis usually the
value they provide in exchange for the promise made by the promisor, making
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the contract legally binding.
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xample:
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In a contract for the sale of a car, the buyer (promisee) provides consideration in the
form of money in exchange for the car promised by the seller (promisor).
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Case Law:
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ase Study:Currie v. Misa(1875)
This case illustrates the requirement of consideration in contract formation. The
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court held that for a contract to be valid, there must be a bargained-for exchange
of value between the parties, and the promisee must provide consideration.
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8. Promisee's Right to Sue for Breach of Contract
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If the promisor fails to fulfill the promise made to the promisee, the promisee has the
right to file a lawsuit for breach of contract. The promisee may seek various remedies,
including damages, specific performance (a court order to fulfill the promise), or
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cancellation of the contract.
Damages:
● C ompensatory Damages:To compensate the promisee for any loss caused by
the breach.
● Consequential Damages:For losses that are not directlycaused by the breach
but are a foreseeable consequence.
● Punitive Damages:In certain cases, to punish thepromisor for malicious
behavior (though these are rare in contract law).
Case Law:
● H
adley v. Baxendale(1854): A landmark case that clarifiedthe principle of
foreseeability in awarding damages for breach of contract. The promisee was
entitled to compensation for the losses that were a direct consequence of the
breach.
9. Discharge of Promisee’s Rights
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A promisee's rights under a contract may be discharged in several ways, including by
performance, mutual agreement, or frustration. Once the promise has been fulfilled, or
the parties mutually agree to terminate the contract, the promisee’s rights are
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extinguished.
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● D ischarge by Performance:When the promisor fulfillstheir promise, the
promisee’s rights are discharged.
● Discharge by Agreement:If both parties agree to cancelthe contract, the
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promisee's rights are released.
● Discharge by Frustration:If an unforeseen event makesperformance
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impossible, the promisee may be discharged from their obligations.
Case Law:
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● C
ase Study:Taylor v. Caldwell(1863)
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This case introduced the doctrine of frustration. The court held that when a music
hall was destroyed by fire before it could be used for a concert, the contract
between the parties was frustrated, and the promisee was discharged from
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further obligations.
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Conclusion
he promisee plays a crucial role in the contract, as the individual or entity who benefits
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from the promise made by the promisor. The promisee has a range of legal rights,
including the right to enforce the promise, to claim damages in case of breach, and to
benefit from third-party contracts. Understanding the roles and obligations of the
promisee is essential for interpreting and enforcing contractual agreements.
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Bibliography
1. Carlill v. Carbolic Smoke Ball Co.[1893] 1 Q.B. 256(CA).
○ This case is a landmark example of how a promise made to the public can
be enforced by a promisee (Mrs. Carlill), even in the absence of a formal
contract.
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2. Sweeney v. Ritchie[1925] 2 K.B. 644.
○ A case illustrating the promisee's right to sue for breach of contract when
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the promisor fails to fulfill their promise.
3. Dunlop Pneumatic Tyre Co. v. Selfridge & Co.[1915]A.C. 847 (HL).
○ This case discusses the privity of contract rule and third-party rights in
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contracts, where Dunlop was not a party to the agreement but sought to
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enforce its terms.
4. Tweddle v. Atkinson[1861] 1 B. & S. 393.
○ A case that explains the doctrine of privity of contract, where the
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son-in-law (third-party) was unable to enforce a contract because he was
not a party to it.
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5. Beswick v. Beswick[1968] A.C. 58 (HL).
○ A significant case involving the enforcement of promises made to
third-party beneficiaries, where the widow could enforce a promise made
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to her deceased husband by his nephew.
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6. Kirkham v. Gorman[2002] 1 WLR 2075.
○ A case dealing with the assignment of contract rights by the promisee,
where the court clarified the validity and enforceability of assignments.
7. Currie v. Misa[1875] L.R. 10 Ex. 153.
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○ A foundational case that discusses the requirement of consideration in
contract formation, emphasizing the promisee’s role in providing
consideration.
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8. Taylor v. Caldwell[1863] 3 B & S 826.
○ A key case in contract law that introduced the doctrine of frustration,
where the destruction of a subject matter (a music hall) discharged the
promisee’s rights under the contract.
9. Chitty on Contracts(33rd ed., 2018).
○ A leading treatise on contract law, providing in-depth analysis of contract
principles, including privity, third-party rights, and the role of the promisee.
10.Treitel, G. H. (2015).The Law of Contract(14th ed.).Sweet & Maxwell.
● A comprehensive textbook offering a detailed exploration of contract law,
including the concept of the promisee, third-party beneficiaries, and privity of
contract.
11.McKendrick, E. (2019).Contract Law: Text, Cases,and Materials(9th ed.).
Oxford University Press.
● A well-regarded textbook that discusses the promisee's rights, assignment,
third-party claims, and contract enforcement.
12.Poole, J. (2020).Textbook on Contract Law(14th ed.).Oxford University Press.
● A comprehensive guide to contract law, with chapters on privity, the promisee’s
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rights, and contract enforcement.
13.Winfield & Jolowicz on Tort(19th ed., 2014).
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● This textbook provides an understanding of tort law principles and the
relationship with contract law, particularly in cases involving breaches of promise
and third-party rights.
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14.Bingham, L. (2006).Contract Law(3rd ed.). PearsonEducation.
● A well-established resource providing a detailed discussion on the promisee’s
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rights, remedies for breach, and enforcement of contract terms.
15.Cheshire, Fifoot, and Furmston’s Law of Contract(16thed., 2017).
● This legal textbook offers an extensive analysis of the contract law principles,
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including promisee rights, enforcement of contracts, and third-party beneficiary
rules.
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