Q&As

What is the effect of the clause: ‘[a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;]’?

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Published on LexisPSL on 08/08/2017

The following Commercial Q&A provides comprehensive and up to date legal information covering:

  • What is the effect of the clause: ‘[a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;]’?
  • Personal representatives
  • Clause
  • Note
  • Explanation

What is the effect of the clause: ‘[a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;]’?

Personal representatives

Clause

‘1.2

In this agreement:…

…1.2.6

[a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;]’

Note

‘This clause extends the meaning of party for the purpose of an agreement to include a party’s personal representatives, successors and permitted assigns. An extended meaning of party may not be appropriate in every case. In particular, careful consideration should be given to any assignment clause in the agreement and the circumstances in which an assignment may take place in accordance with its terms.’

Explanation

The common law doctrine of privity of contract is that the terms of a contract can only be enforced either by or against someone who is a party to the contract (ie A and B) and not by or against a third party (ie C) (subject to some limited exceptions and subject also to when the Contracts (Rights of Third Parties) Act 1999 (C(RTP)A 1999) which provides a statutory exception to the common law doctrine of privity of contract in relation to third parties enforcing benefits

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