A third-party beneficiary contract is a type of agreement that benefits someone who is not directly a party to the contract. In Florida, the parties—or the contract itself—must clearly indicate that a third party directly benefits from the agreement for that party to be considered an intended beneficiary.

How Courts Determine Intent

To establish whether a third party was intended to benefit from a contract, Florida courts evaluate:

• The language of the entire contract.
• The circumstances surrounding the contract’s creation.
• The parties’ apparent purpose in forming the agreement.

The third party does not need to be explicitly named in the contract. Courts may look at the parties’ actions before and after signing to determine intent. Importantly, no consideration or privity is required between the third party and the contracting parties.

Examples of Third-Party Beneficiaries

Common examples include:

• A creditor named in a debtor’s agreement with another party.
• A life insurance beneficiary named in a policy.
• A gift recipient promised benefits under another party’s contract.

Case Example: In Brown v. Carnival Corporation, 215 F. Supp. 3d 1312 (S.D. Fla. 2016), a cruise passenger was considered a potential third-party beneficiary of a contract between the shipowner and an excursion operator. The court held she could claim rights if she proved:

• The contract existed,
• It was intended to benefit her directly,
• The defendants breached the contract, and
• She suffered resulting damages.

Rights of Third-Party Beneficiaries

The Right to Sue

A third-party beneficiary can sue the promisor if the promise is breached. However, their right is limited to what the promisee (the original party receiving the promise) could have claimed.

The Right to Defenses

Third-party beneficiaries are subject to the same defenses available against the promisee. For example, if the promisor could claim fraud or illegality against the promisee, the same defense applies against the third party.

Modification and Rescission of Contracts

The original contracting parties (promisee and promisor) can generally modify or rescind the agreement without the third-party beneficiary’s consent. However, once the third-party beneficiary has:

• Accepted the benefits of the contract, or
• Relied on the contract to their detriment,

The parties cannot alter or cancel the contract without the beneficiary’s approval.

Defenses That Affect Beneficiaries

Because a beneficiary’s rights are tied to the original contract, any issues with the contract also affect them. This means that void contracts (fraudulent, illegal, or lacking capacity) can nullify a beneficiary’s rights.

Why You Need a Contract Attorney

Navigating third-party beneficiary law can be complex. An experienced contract attorney can:

• Explain whether you qualify as an intended beneficiary.
• Help enforce your rights in court.
• Protect you from defenses raised by other parties.
• Negotiate settlements when disputes arise.

If you believe someone violated your rights as a third-party beneficiary, seek legal advice quickly.

---

FAQs About Third-Party Beneficiary Contracts

1. What is a third-party beneficiary contract?

It is a contract made between two parties with the intent to directly benefit a third party who is not a signatory to the agreement.

2. Can a third-party beneficiary sue for breach of contract?

Yes, but only to the extent that the promisee could have sued the promisor.

3. Does the contract need to name the beneficiary?

Not always. Courts may infer intent from the contract language and the parties’ conduct.

4. Can the Court take away a third-party beneficiary’s rights?

Yes, unless the beneficiary has already accepted benefits or relied on the agreement. At that point,
the parties cannot modify the contract without the beneficiary’s consent.

5. Which defenses can parties raise against a third-party beneficiary?

The same defenses that apply to the promisee, such as fraud, illegality, or lack of capacity.

6. Do I need a lawyer to enforce my rights?

Yes. A contract attorney can help determine your standing, prove intent, and represent you in legal proceedings.

---

For more information on contract law and third-party beneficiaries, visit the Legal Information Institute at Cornell Law.