4.4-25 Direct or Intended Beneficiary
New June 1, 2012
Our law classifies beneficiaries to a contract into two
categories: “intended beneficiaries,” who have a right to
enforce a contract made by others, and “incidental
beneficiaries,” who have no such right.
The plaintiff claims that the parties to the contract <name
parties to the contract> intended to confer a direct
obligation from <name defendant(s)> to the plaintiff as
an intended beneficiary and that the plaintiff is entitled to
sue to enforce the contract <describe action requested>.
If you find that the plaintiff is correct, (he/she/it)
would be considered an intended or direct beneficiary of that
contract with the right to enforce it against <name
If you find that the parties to the contract did not intend to
create an obligation to the plaintiff and that the benefit which
the plaintiff was receiving from the contract was merely
consequential or indirect, then you must find that the plaintiff
was merely an incidental beneficiary and cannot enforce the
[<Charge if third party beneficiary is being implied from the
contract:> It is
not necessary that there be express language in the contract
creating a direct obligation to the plaintiff.]
The critical fact which you must determine is whether <name
parties to the contract> intended to create a direct
obligation from <name defendant(s)> to the
plaintiff for (his/her/its) benefit.
You must determine whether this intent existed by
considering the terms of the contract <if desired, insert
terms upon which parties rely> and the circumstances
surrounding its making, including the motives and purposes of
the parties to the contract at the time of its creation.
Wasniewski v. Quick & Reilly, Inc., 292 Conn. 98, 109
(2009); Gazo v. Stamford, 255 Conn. 245, 261 (2001); Gateway Co. v. DiNoia, 232 Conn. 223, 231 (1995); Connecticut National Bank v.
Douglas, 221 Conn.
530, 545 (1992); Knapp v. New Haven Road Construction Co., 150 Conn. 321, 325 (1963); Colonial Discount Co. v. Avon
Motors, Inc., 137 Conn. 196, 201
(1950); Grigerik v. Sharpe, 45
App. 775, 781 (1997), rev’d on other grounds, 247 Conn 293 (1998); 2
Restatement (Second), Contracts § 302 (1981); 17A Am. Jur. 2d, Contracts §
If the contract language is clear and unambiguous, this
determination is made by the court as a matter of law.
Otherwise, charge the jury using the appropriate
instructions on the interpretation of contracts.