When Can a Third Party Beneficiary Enforce a Contract In Texas ?
In determining whether a third party can enforce a contract, the intention of the contracting parties is controlling. See MCI Telecommunications Corp. v. Texas Utilities Elec. Co., 995 S.W.2d at 651.
A court will not create a third-party beneficiary contract by implication. See id.
The intention to contract or confer a direct benefit to a third party must be clearly and fully spelled out or enforcement by the third party must be denied. See id.
Consequently, a presumption exists that parties contracted for themselves unless it "clearly appears" that they intended a third party to benefit from the contract. See id.
If there is any reasonable doubt as to an intent to confer a direct benefit, the third-party beneficiary claim must fail. MJR Corp. v. B & B Vending Co., 760 S.W.2d at 10 (Tex. App.--Dallas 1988).
Therefore, third-party beneficiary recovery will generally be denied, unless:
(1) the obligation of the bargain-giver is fully spelled out;
(2) it is unmistakable that a benefit to the third party was within the contemplation of the primary contracting parties;
(3) the primary parties contemplated that the third party would be vested with the right to sue for enforcement of the contract -- all presumptions being invoked against liability to the third party. See id. at 15.