Davies. JC Smith's The Law of Contract (2021 3 ed). p. 478 is part of the Glossary.

Obligee     a party to whom an obligation is owed.
Obligor     a party who owes an obligation.

Offeree     a party receiving an offer.
Offeror     a party making an offer.

Promisee     a party to whom a promissory obligation is owed.
Promisor     a party who owes a promissory obligation.

I've read many English law judgments, and I always see Offeree/Offeror and Promisee/Promisor. I rarely see Obligee/Obligor. But aren't these pairs superfluous? How can they be distinguished?

If you're a promisee, you must've have been an offerree because you must have accepted the offer that you received! Similarly, if you're a promisor, you must've been the offeror!

Above, Obligee/Obligor and Promisee/Promisor are identical except for "promissory" in the definition for Promisee/Promisor.


Although these terms have a certain consonance in everyday usage, they are quite distinct in contract law. Not all promises are offers, and not all promises or offers ripen into obligations.

If I make an unconditional promise to pay for your college education, I am a promissor and you are a promissee.

At the moment of the offer, though, I am not actually obligated to pay for your education, so we do not have an obligor/obligee relationship. Events may unfold in such a way that I will eventually have that obligation, but it does not exist simply because I made the promise.

Nor are we in an offeror/offeree relationship, as those words have a very specific meaning in contract law. To make an offer, I need to manifest a willingness to enter into a bargain for consideration. If I haven't asked you for anything in exchange for the tuition, I'm not receiving any consideration and I haven't "offered" you anything, at least not in the contract sense.


aren't these pairs superfluous? How can they be distinguished?

No, they are not. The possible differences stem from the entities' role in a contract. A promissor's commitment might entail having a third party perform an obligation for the benefit of someone else who is not a party to that contract.

Think of an insurance policy: The insurer is the promissor, whereas the entity doing the repairs of damaged property is the obligor with respect to the beneficiary. The beneficiary is the obligee, whereas the entity who bought the insurance policy is the promisee. The obligation is owed to the beneficiary by virtue of the promise the insurer made to whoever acquired the insurance policy (i.e., the promisee).


The terms indicate what aspect of a relationship is being focused on at a given moment by a court, or by a person analyzing the situation. Often who made the offer is not significant, but who made a promise or has an obligation is quite significant. Thus the term used indicates where the writer wants attention drawn.

Also different sequences of events can link the roles in different ways.

If Carol says to Doug, "I will not play loud music after 10 pm any more if you will pay me $500" Carol is the Offeror, and will be both the Promisor and the Obligor if the offer is accepted and the contract is made. However if Doug starts the agreement by saying "Carol, if I pay you $500, will you stop playing loud music after 10pm?" then he is the Offeror, but the proposed contract remains the same, and if it is completed, Carol will still be the Promisor and the Obligor. Under other fact patterns the roles may be split up in different ways.

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