Research On The Rights Of Third Parties In Contract For The Benefit Of Third Party

Paragraph 2 of Article 522 of the Civil Code of the People’s Republic of China adds a genuine contract for the benefit of third party system,which is a major improvement based on Article 64 of the Contract Law of the People’s Republic of China.This paragraph directly breaks through the contract relativity and expands the traditional "two-person model" contract to a "three-person model " However,since it only makes a framework general provision,it is necessary to study the relevant systems of civil law and common law countries and regions,and at the same time combine the theory and practice of civil law in China,to explain and refine the core of the contract for the benefit of third party system,i.e.the content of the rights of third parties.China adopts the "direct acquisition model" for this system,in which the third party will acquire the rights directly based on the intention of the contracting parties,but this may result in the infringement of the third party’s private autonomy,so the right of refusal is a powerful means for the third party to maintain its negative freedom.The parties to the contract may make a reminder to the third party,whose right of refusal shall be exercised within thirty days from the date of receipt of the notice.The third party is in the position of a creditor in a genuine contract for the benefit of third party and has the right to claim payment against the contracting party and is free to dispose of its rights as it wishes.In the event of a breach of contract,the third party can naturally request the contracting party to assume the liability for breach of contract,but the third party cannot exercise the legal right to rescind of the contract because it is related to the survival of the contract.As for the punitive damages,it has the function of punishment and the effect of objectively benefiting the non-breaching party,but because the purpose of the contract is to indirectly complete its obligations in the quid pro quo relationship through the payment of the contracting party,there is no intention to benefit the third party through the breach of contract of the contracting party,so the third party can not exercise this right.The essence of the consideration of the third party’s interest in the contract change is whether the third party can restrict the rescission of the contract by the parties,i.e.whether the consent of the third party is required for the rescission of the contract.In the case of statutory or contractual rescission,the third party cannot restrict the rescission,and the parties can rescind without the consent of the third party.However,in order to balance the autonomy of the parties and the safety of the rights of third party,the parties can no longer agree to rescind the contract after the third party has made the right to be certain.