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stipulation pour autrui parfaite

English translation: "perfect" third-party contract / third-party contract where the beneficiary accepts claim

GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
French term or phrase:stipulation pour autrui parfaite
English translation:"perfect" third-party contract / third-party contract where the beneficiary accepts claim
Entered by: Trevino Translations

07:58 Dec 15, 2018
French to English translations [PRO]
Law/Patents - Law: Contract(s)
French term or phrase: stipulation pour autrui parfaite
"... le bénéficiaire d’une stipulation pour autrui parfaite, au sens de l’art. XXX, acquiert, contre le débiteur (ou promettant), une créance avec tous les droits de préférence et autres droits accessoires rattachés à celle-ci..."

Well, I do know that "stipulation pour autrui" is a contractual provision made for the benefit of a third party. It's the "parfaite" part that I don't quite get and fail to see what it adds to the concept in a common law setting. Does it mean that it has no legal defects and is thus "perfect"?

Any ideas welcome, but what I am really looking for is an explanation from someone who actually knows. Merci beaucoup.
The Misha
Local time: 12:02
"perfect" third-party contract / third-party contract where the beneficiary accepts claim
Explanation:
Posting as an answer per your request, The Misha.
I'm glad the reference helped.

From discussion entry:
One reference I found...helps to understand "parfaite".

"It is also the first time that an authoritative finding has been made to the effect that the beneficiary of a "perfect" contract in favour of a third party (that is, a contract where the beneficiary indicates its acceptance of the claim) may rely on the arbitration clause contained in the contract between the promisor and the promisee.
Selected response from:

Trevino Translations
France
Local time: 18:02
Grading comment
Thanks, this was right on target. Thank you, everyone, too, for your help. Thanks expressly withheld for any gratuitous speculations as to what I do or do not know or who or what I am. As the living classic once put it, assume makes a certain three-letter word of you and me. I may well be one of those, but that's my decision, not anyone else's.
4 KudoZ points were awarded for this answer



Summary of answers provided
5 -1third-party beneficiary
Eliza Hall
3"perfect" third-party contract / third-party contract where the beneficiary accepts claim
Trevino Translations
3 -1contractual provision vesting a beneficiary with third-party rights (jus quaesitum tertio)
B D Finch
Summary of reference entries provided
parfaite / perfect (claim acknowledged by beneficiary)
Trevino Translations
stipulation pour autrui parfaite
B D Finch

Discussion entries: 2





  

Answers


6 hrs   confidence: Answerer confidence 5/5 peer agreement (net): -1
third-party beneficiary


Explanation:
This translates the whole phrase, "le bénéficiaire d’une stipulation pour autrui parfaite." This is the English (US, perhaps also UK) legal term. If you're talking about the beneficiary, as The Misha's original text is, this is the term you use. If you're talking about the contract provision itself, you would say "the third-party beneficiary provision" or words to that effect.

Definition of the French legal term: https://www.dictionnaire-juridique.com/definition/stipulatio...

Definitions of the English legal term term: https://www.law.cornell.edu/wex/third-party_beneficiary

https://www.investopedia.com/terms/t/third-party-beneficiary... (longer explanation)

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Note added at 6 hrs (2018-12-15 14:24:55 GMT)
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PS: apparently this term is new to British law because until 1999, British law did not give any right to third-party beneficiaries to enforce contracts that others had entered into for their benefit (see link). The right did not exist, and therefore the legal term did not exist. https://en.wikipedia.org/wiki/Contracts_(Rights_of_Third_Par...

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Note added at 6 hrs (2018-12-15 14:30:14 GMT)
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PPS: the French distinction between "parfaite" and not parfaite seems to be best expressed by the US term "intended." In the US, if a contract between A and B names a third party (C) and provides that C is to receive something from A or B, then C is an "intended" beneficiary and has the right to enforce the contract in court. On the other hand, if the contract between A and B just happens to also benefit C, but doesn't name C, then C is only an incidental beneficiary and has no right to enforce it in court: https://en.wikipedia.org/wiki/Third-party_beneficiary#Intend...

So Misha, if you want, translate this as "intended third-party beneficiary." But in US legal English it feels a bit redundant because technically, a third-party beneficiary is by definition an intended beneficiary. If C isn't named or referred to in the contract, and the contract wasn't intended to benefit C but just happened to be good for C, the courts will not refer to C as a third-party beneficiary.

Eliza Hall
United States
Local time: 12:02
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 36

Peer comments on this answer (and responses from the answerer)
disagree  B D Finch: That isn't a translation of the header term. You can't just change the header term because you'd rather answer something different. You've also ignored "parfaite" and the fact this is about French and not US law.//It isn't a single term. He's not wrong.
8 mins
  -> The header term is incomplete for 2 reasons: 1-The Misha already knows how to translate "bénéficiaire" and thus didn't need to ask; and 2-The Misha isn't a lawyer and thus didn't know that the whole thing, from "bénéficiaire" on, is a single term.
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4 hrs   confidence: Answerer confidence 3/5Answerer confidence 3/5 peer agreement (net): -1
contractual provision vesting a beneficiary with third-party rights (jus quaesitum tertio)


Explanation:
http://www.arcavocats.ch/fr/chroniques/la-stipulation-pour-a...

https://en.wikipedia.org/wiki/Third-party_beneficiary#Vestin...
"Once the beneficiary's rights have vested, the original parties to the contract are both bound to perform the contract. Any efforts by the promisor or the promisee to rescind or modify the contract at that point are void. Indeed, if the promisee changed his mind and offered to pay the promisor money not to perform, the third party could sue the promisee for tortious interference with the third party's contract rights.

"There are four ways to determine whether the third party beneficiary's rights have vested:

If the beneficiary knows of and has detrimentally relied on the rights created;
If the beneficiary expressly assented to the contract at the request of one of the parties;
If the beneficiary files a lawsuit to enforce the contract; or
If the beneficiary's rights vest pursuant to an express term in the contract providing for such vesting."

See a discussion of the differences between codified legal systems that generally have allowed such rights and common law systems that traditionally have not in www.scotlawcom.gov.uk/files/2014/6850/9379/Review_of_Contra...





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Note added at 4 hrs (2018-12-15 12:36:18 GMT)
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Also, see https://www.legislation.gov.uk/ukpga/1999/31/introduction/en...
and

https://en.wikipedia.org/wiki/Contracts_(Rights_of_Third_Par...
"The Contracts (Rights of Third Parties) Act 1999 (c 31) is an Act of the Parliament of the United Kingdom that significantly reformed the common law doctrine of privity and "thereby [removed] one of the most universally disliked and criticised blots on the legal landscape".[2] The second rule of the Doctrine of Privity, that a third party could not enforce a contract for which he had not provided consideration, had been widely criticised by lawyers, academics and members of the judiciary. Proposals for reform via an act of Parliament were first made in 1937 by the Law Revision Committee in their Sixth Interim Report. No further action was taken by the government until the 1990s, when the Law Commission proposed a new draft bill in 1991, and presented their final report in 1996. The bill was introduced to the House of Lords in December 1998, and moved to the House of Commons on 14 June 1999. It received the Royal Assent on 11 November 1999, coming into force immediately as the Contracts (Rights of Third Parties) Act 1999.

"The act allows third parties to enforce terms of contracts that benefit them in some way, or which the contract allows them to enforce. It also grants them access to a range of remedies if the terms are breached. The act also limits the ways in which a contract can be changed without the permission of an involved third party. At the same time, it provides protection for the promisor and promisee in situations where there is a dispute with the third party, and allows parties to a contract to specifically exclude the protection afforded by the Act if they want to limit the involvement of third parties."

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Note added at 6 hrs (2018-12-15 14:40:27 GMT)
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Note that the translation has to reflect the fact that this is about French law. So, it would be wrong to fail to spell out the element that makes the difference between an ordinary "stipulation pour autrui" and a "stipulation pour autrui parfaite". Not all third party beneficiaries benefit from that provision, either in France or in English-speaking jurisdictions.

B D Finch
France
Local time: 18:02
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 353
2 corroborated select projects
in this pair and field What is ProZ.com Project History(SM)?

Peer comments on this answer (and responses from the answerer)
disagree  Eliza Hall: Close, but two problems: (1) the text is talking about the beneficiary, not the contract provision; and (2) there's an English legal term for this (see my answer).
1 hr
  -> The Asker is asking about the particular contract term of which the third party is a beneficiary. Obviously, the translation of that would be prefaced with "the beneficiary of a". See my comment on your answer.
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9 hrs   confidence: Answerer confidence 3/5Answerer confidence 3/5
"perfect" third-party contract / third-party contract where the beneficiary accepts claim


Explanation:
Posting as an answer per your request, The Misha.
I'm glad the reference helped.

From discussion entry:
One reference I found...helps to understand "parfaite".

"It is also the first time that an authoritative finding has been made to the effect that the beneficiary of a "perfect" contract in favour of a third party (that is, a contract where the beneficiary indicates its acceptance of the claim) may rely on the arbitration clause contained in the contract between the promisor and the promisee.



    Reference: http://uk.practicallaw.thomsonreuters.com/7-506-3178?transit...
Trevino Translations
France
Local time: 18:02
Native speaker of: Native in EnglishEnglish
PRO pts in category: 4
Grading comment
Thanks, this was right on target. Thank you, everyone, too, for your help. Thanks expressly withheld for any gratuitous speculations as to what I do or do not know or who or what I am. As the living classic once put it, assume makes a certain three-letter word of you and me. I may well be one of those, but that's my decision, not anyone else's.
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Reference comments


1 hr
Reference: parfaite / perfect (claim acknowledged by beneficiary)

Reference information:
One reference I found...helps to understand "parfaite".


    https://uk.practicallaw.thomsonreuters.com/7-506-3178?transitionType=Default&contextData=(sc.Default)&firstPage=true&comp=pluk&bhcp=1
Trevino Translations
France
Native speaker of: Native in EnglishEnglish
PRO pts in category: 4
Note to reference poster
Asker: This is very useful indeed and it confirms my own suspicion that this is indeed a very Swiss thing that is best translated adding a "perfect" in quotation marks. I guess that's due diligence enough, and let the lawyers duke it out among themselves from that point on. Do you mind posting this as an answer so that I could give you the points?


Peer comments on this reference comment (and responses from the reference poster)
neutral  B D Finch: Your reference is relevant, but it doesn't support your (wrong) interpretation of this as a "claim acknowledged by beneficiary".
2 hrs
  -> The text I cite defines "perfect" that way.
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4 hrs
Reference: stipulation pour autrui parfaite

Reference information:
"Cependant, en ouvrant un compte au nom de votre fille et en y versant régulièrement différentes sommes d’argent, vous avez effectué ce que l’on appelle une « stipulation pour autrui ». A ce sujet, l’article 112 du Code des obligations dispose que celui qui, agissant en son propre nom, a stipulé une obligation en faveur d’un tiers a le droit d’en exiger l’exécution au profit de ce tiers. Ce dernier ou ses ayant droits peuvent aussi réclamer personnellement l’exécution, lorsque telle a été l’intention des parties ou que tel est l’usage. Cette volonté peut ressortir clairement du but de la stipulation ou encore du but reconnaissable de favoriser le tiers, comme lors de l’ouverture d’un compte d’épargne au nom d’un tiers. On parle alors de « stipulation pour autrui parfaite ». Il est également possible d’assortir le droit du tiers de conditions. Tant que cette condition n’est pas réalisée, le tiers, en l’occurrence votre fille, n’a qu’une expectative, non un droit."

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Note added at 5 hrs (2018-12-15 13:17:29 GMT)
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It actually does spell out how a "parfaite" provision differs from a "non-parfaite" one:
"Ce dernier [le tiers] ou ses ayant droits peuvent aussi réclamer personnellement l’exécution, lorsque telle a été l’intention des parties ou que tel est l’usage. Cette volonté peut ressortir clairement du but de la stipulation ou encore du but reconnaissable de favoriser le tiers, comme lors de l’ouverture d’un compte d’épargne au nom d’un tiers."


    Reference: http://www.arcavocats.ch/fr/chroniques/la-stipulation-pour-a...
B D Finch
France
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 353
2 corroborated select projects
in this pair and field What is ProZ.com Project History(SM)?
Note to reference poster
Asker: Thanks. I've seen this before but it doesn't address the issue of how a "parfaite" provision differs from a "non-parfaite" one, wouldn't you say? But I agree, it doesn't seem to have anything to do with it being acknowledged by the beneficiary or not.

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