Third Party in Contract Law

Third Party in Contract Law: Understanding its Importance

In contract law, a third party refers to an individual or entity that is not part of the original agreement between two parties but has some type of legal interest in the matter. The involvement of third parties in contracts is not uncommon, and it can have various implications on the agreement’s outcome.

Whether you are a business owner, contractor, or a party to a contract, understanding the role of third parties in contract law is essential. This article will explore the meaning and types of third parties in contracts and the legal implications that arise from their involvement.

What is a Third Party in Contract Law?

A third party is an individual or entity that is not part of the initial agreement between two parties but whose rights or interests will be affected by the terms of the contract. In other words, third parties are not signatories to the contract, but they have some legal interest in the subject matter of the contract.

Third parties can be of two types:

1. Intended Third Party

An intended third party is a person or entity that the original contracting parties intend to benefit from the contract’s terms. This is also referred to as a beneficiary. The intended beneficiary can be expressly identified in the contract, or their identity can be implied based on the contract’s provisions.

For instance, suppose a couple agrees to purchase a house from a builder and signs a contract that states that the house will be transferred to their son, John, on completion. In that case, John is the intended third party, and the contract’s terms will apply to him as well.

2. Incidental Third Party

An incidental third party is a person or entity that is not expressly intended to benefit from the contract, but their interests may be affected by the contract’s performance. They are often referred to as an incidental beneficiary.

For instance, if the same couple in the above example decides to hire a construction company to build the house, the construction company will be an incidental third party. Although the construction company gains no direct benefit from the contract, it has an interest in the contract`s performance, as it will be responsible for building the house.

Legal Implications of Third Parties in Contracts

The involvement of third parties in contracts has different legal implications, depending on the type of third party involved and the contract’s specific provisions. Here are some of the implications of third parties:

1. Rights of Third Parties

Generally, the rights of third parties depend on whether they are an intended or incidental beneficiary. An intended third party has a right to enforce the contract’s terms against the contracting parties if the contract expressly provides for this right. However, an incidental third party has no right to enforce the contract’s terms.

2. Liability of Third Parties

Third parties can also be held liable for any breach of contract. For instance, if a contractor breaches a contract with a client, the client can sue the contractor for damages. However, if the contractor subcontracts the work to another company and that company breaches the agreement, the client can sue both the contractor and the subcontractor for damages.

3. Assignment of Contracts

In some cases, the original contracting parties may assign the contract to a third party. In such cases, the third party becomes a party to the contract and gains all the rights and obligations of the original contracting parties.


In conclusion, the involvement of third parties in contract law is common, and it is essential to understand the legal implications of their involvement. Third parties can be an intended or incidental beneficiary, and their rights and liabilities depend on the contract’s provisions. Therefore, when drafting a contract, it is crucial to consider potential third-party interests and their rights.