Spinks v. Equity Residential Briarwood Apartments

In Spinks v. Equity Residential Briarwood Apartments (2009) 171 Cal.App.4th 1004, Lori Spinks and her employer Mobile Medical Staffing entered into a written employment agreement. (Spinks, supra, 171 Cal.App.4th at p. 1016.) Their contract required Mobile to provide housing. Thus, Mobile entered into a lease with Briarwood Apartments for a unit in which Spinks would ultimately reside. Spinks later sued Briarwood for wrongful eviction alleging that she was a third-party beneficiary of the lease. (Id. at p. 1018.) The trial court granted Briarwood's motion for summary judgment, ruling that Spinks was not an intended third-party beneficiary of the lease. (Id. at p. 1019.) The appellate court reversed, finding triable issues of fact as to Spinks' status. (Id. at p. 1030.) The "subsequent events" in Spinks were as follows: Spinks was allowed to move into the apartment; She had to provide personal information to the lessor; She completed a walk-through on the unit's condition; She was given a resident handbook spelling out the rules of occupancy. (Spinks, supra, 171 Cal.App.4th at pp. 1029-1030.) The Court of Appeal found disputed material facts existed as to the "later actions" and whether Spinks was the specific person who would reside in the unit and benefit by the lease. (Id. at p. 1030.) The Court held that, "'The third person need not be named or identified individually to be an express beneficiary.''A third party may enforce a contract where he shows that he is a member of a class of persons for whose benefit it was made. '" (Id. at p. 1023.) To determine whether a contract was intended to benefit a third person, one looks to the terms of the contract, using an "intent test." (Spinks, supra, 171 Cal.App.4th at p. 1022.) The test requires that the contracting parties "intended to confer a benefit on the third party." (Ibid. citing Neverkovec v. Fredericks (1999) 74 Cal.App.4th 337, 348 third party bears burden of proving contract was made to benefit it or its class.) Under the test, contract performance which causes an incidental benefit to a third party is of no consequence. (Spinks, supra, 171 Cal.App.4th at p. 1022 citing Souza v. Westlands Water Dist. (2006) 135 Cal.App.4th 879, 891.) "The primary goal of contract interpretation is to give effect to the parties' intent as it existed at the time of contracting." (Spinks, supra, 171 Cal.App.4th at p. 1023 citing Civil Code 1636; Waller v. Truck Ins. Exchange, Inc. (1995) 11 Cal.4th 1, 18.) "Intent is to be inferred, if possible, solely from the language of the written contract." (Spinks, supra, 171 Cal.App.4th at p. 1023)