224 N.Y. 233, 120 N.E. 639 (N.Y. 1918)
Seaver v. Ransom is a foundational New York Court of Appeals decision that cements the modern third‑party beneficiary doctrine in American contract law.
May an intended third‑party (donee) beneficiary, who is not in privity and furnished no consideration herself, maintain an action to enforce a contract made between others for her benefit?
Where a contract is made for the benefit of a third person, that person may maintain an action to enforce it if he or she is an intended beneficiary of the promise. The consideration supporting the promise may move from the promisee and need not be furnished by the third person. By contrast, an incidental beneficiary—one who benefits only collaterally or by happenstance—has no right to enforce the agreement. This principle applies to both creditor beneficiaries (where the promisee seeks performance to discharge a duty owed to the third party) and donee beneficiaries (where the promisee's purpose is to make a gift or confer a benefit upon the third party).
Yes. The niece, as an intended donee beneficiary of the husband's promise to the wife, could sue to enforce the promise against the husband's estate, notwithstanding lack of privity or direct consideration from the niece.
Seaver v. Ransom is a cornerstone case on third‑party beneficiaries. It extends New York's recognition of third‑party enforcement beyond creditor situations to donee beneficiaries and helps articulate the modern intended/incidental beneficiary distinction. For law students, the case is critical for understanding how consideration, privity, and the purpose of a contract interact, particularly in family and testamentary settings. It also illustrates remedial options against a promisor's estate when the promised benefit was to be conferred by will.