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If A and B are in a contract, with B liable to A, and a third party C takes over the liability of B to A without the consent or involvement of B, is the contract between A and C legal?

I tried looking under 'assignment' but can't seem to find any precedent for this situation.

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If A and B are in a contract, with B liable to A, and a third party C takes over the liability of B to A without the consent or involvement of B, is the contract between A and C legal?

A third party C can offer to cover the debt of B in an agreement by entering into a guarantee agreement with A (unless A forgives the debt owed by B), but that does not relieve B of liability to A, and does not constitute an agreement of B to assign the obligation to C. Usually, a guarantee agreement is valid even in the absence of consideration paid to the guarantor.

A replacement of one debtor with another with the consent of all involved is usually called a "novation".

Absent some rather involved circumstances, B has no right to complain that someone else is gratuitously agreeing to cover their debt.

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On the face of it, the contract would be void for lack of consideration

Let's clarify things:

  • A and B have a contract
  • Assume A has discharged all of its obligations under the contract. B has not.
  • C offers to fulfill B's obligations to A - this is valuable consideration passing from C to A.
  • Where is the consideration passing from A to C? A can agree to waive B's obligations - this is certainly valuable but it doesn't pass from A to C - it passes from A to B.

This could be remedied if something of value passes from A to C. For example, if A agreed to pay C $1 in return for C undertaking B's obligations and A agreeing to waive their rights against B. B's involvement/agreement is immaterial.

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