I am reviewing a contract, to which I am a party, drawn up by the other party. There is a section that mandates the actions of an individual who is not a party to this contract; the contract does not require that individual's signature. If I sign this, is that individual bound to this contract?

Note that it does not mandate that I, a party, ensure that the unrelated individual behaves according to the contract.

1 Answer 1


An important doctrine of contract law is privity of contract, to the effect that only parties to an agreement have legal obligations and benefits from the contract. However, there can be third-party beneficiaries, where a third person may gain a benefit, and may rely on that benefit. For example, A agrees to work for B, who will pay C (perhaps because A owes money to C); C can then sue B for non-payment. In order for this right to materialize, C's rights must have "vested", for example C must have relied on the agreement to his detriment, or he has agreed to this with at least one party, or there can be some clause in the contract whereby his rights vest.

That said, in order for a person to by obligated by a contract, they must be a party to the contract – they must have agreed to take on an obligation. (A person can also be obligated, without assent, if there is a specific law – e.g. you are obligated to pay the government your taxes, even if yo didn't agree to it).

  • Thank you for your response and for providing resources for further exploration.
    – khrabanaz
    May 3, 2017 at 0:06
  • Your obligation to pay taxes, while a legal obligation, is not a contractual one.
    – Dale M
    May 3, 2017 at 0:27
  • Yes, my statement was about (legal) obligations in general, not obligations under contract.
    – user6726
    May 3, 2017 at 0:40
  • An aside: I believe there is no law that would bind the non-party individual to the obligations named in the contract.
    – khrabanaz
    May 3, 2017 at 1:06
  • Follow-up question: if a contract says that I, the party, must force a non-party to do something, is the contract valid? What if I cannot force a non-party to behave as the contract mandates?
    – khrabanaz
    May 3, 2017 at 1:44

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