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NeCede's

Maxim 4.6.12

Transactions between strangers may benefit, but cannot injure those who are not parties to them.

Source: 6 Coke, 1; Co. Litt. 132; Broom, Max. 954, 967; Weisman, 61j Difficulty 3/5 — Intermediate

Explanation

(English-origin maxim.) Contracts and transactions between third parties may incidentally benefit a non-party but can never impose a burden or obligation on him — cite this to defeat a claim that a stranger to an agreement is bound by its terms.

Where this applies

  • Two companies sign a supply contract that incidentally lowers prices for a third-party retailer; the retailer benefits, but neither company can use the contract to impose obligations on the retailer who was not a party.
  • A settlement between a manufacturer and a distributor includes a non-compete clause; a competing distributor who was not party to the agreement cannot be bound by its terms.
  • A landlord and tenant agree to a lease modification that happens to improve a neighbor's parking access; the neighbor benefits, but the lease cannot impose any new duty on him because he is a stranger to the agreement.

Legal domains

Cite this maxim

NeCede Max. 4.6.12 — Transactions between strangers may benefit, but cannot injure those who are not parties to them. — 6 Coke, 1; Co. Litt. 132; Broom, Max. 954, 967; Weisman, 61j

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