Edge Management Consulting, Inc. v. Blank, 25 A.D.3d 364 (2006)

Citation: Edge Management Consulting, Inc. v. Blank, 25 A.D.3d 364 (2006)
Parent Document: Edge Management Consulting, Inc. v. Blank, 25 A.D.3d 364 (2006)
Jurisdiction: New York (state)
Effective Date: 2006-01-10
Original Source: https://www.courtlistener.com/opinion/5836114/edge-management-consulting-inc-v-blank/ ↗

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Although the claim was properly pleaded, the Blank Trust must still be a third-party beneficiary of the alteration agreement to succeed on its claim for contractual indemnification. One who seeks to recover as a third-party beneficiary of a contract must establish that a valid and binding contract exists between other parties, that the contract was intended for his or her benefit, and that the benefit was direct rather than incidental (see State of Cal. Pub. Employees' Retirement Sys. v Shearman & Sterling, 95 NY2d 427, 434-435 [2000]; Internationale Nederlanden [U.S.] Capital Corp. v Bankers Trust Co., 261 AD2d 117, 123 [1999]). “One is an intended beneficiary if one’s right to performance is ‘appropriate to effectuate the intention of the parties’ to the contract and either the performance will satisfy a money debt obligation of the promisee to the beneficiary or ‘the circumstances indicate that the promisee intends to give the beneficiary the benefit of the promised performance’ ” (Roosevelt Islanders for Responsible Southtown Dev. v Roosevelt Is. Operating Corp., 291 AD2d 40, 57 [2001], quoting Lake Placid Club Attached Lodges v Elizabethtown Bldrs., 131 AD2d 159, 161 [1987], quoting Restatement [Second] of Contracts § 302 [1] [b]).

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