The Commission’s basic proposal is predictable and straight-forward. If contractors A and B clearly wish to create enforceable legal rights in a third party T, the law should not stand in their way, and legislation ought to make this clear. The main argument is, of course, about how this should be worked out in detail; and it can be summarized thus. First, it is said that the test of whether T obtains rights under the contract should be whether (i) A and B intend to benefit him, and (ii) they intend to give him legally enforceable rights.1 Secondly, assuming that a third party benefit is intended, the same remedies should be available to T as to A and B: the Commission have in mind in particular damages, specific performance and (where appropriate) reliance on an exemption clause by way of defence.2 Thirdly, on the basis that T’s rights ought to be regarded as derivative from those of A and B, defences and set-offs should on principle be available against T that would have been opposable to the original parties3 (though comment is requested on detailed points). Fourthly, it is recognized that some provision will have to be made for variation or cancellation of T’s rights by A and B,4 though the Commission is again undecided as to how much.

If one may say so, the framework for reform suggested by the Commission seems sensible and practical. It, and the principle behind it, do not seem to call for detailed comment in these pages. On the other hand, the proposals advanced are tentative and vague in places (doubtless deliberately so); and it is suggested that the best approach to them in a commercial law journal is to concentrate on a number of