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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 defendant(s)>.  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 contract.

[<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 Conn. App. 775, 781 (1997), rev’d on other grounds, 247 Conn 293 (1998); 2 Restatement (Second), Contracts § 302 (1981); 17A Am. Jur. 2d, Contracts § 433 (2004).


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.


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