The Concept of Automatic Transfer of Contractual Obligations to Third Parties

The scope of a contract, in terms of its effects, is generally limited to the contracting parties because the parties’ intention is directed toward undertaking the obligations of that specific contract. Consequently, any person who is not a party is not affected by these effects unless their will is directed toward entering into the contract. Therefore, the applicability of contractual effects to third parties is contingent upon the latter’s consent. Despite this general principle, certain cases exist where the rule does not apply, such as in the case of a purchaser of a leased property. In such cases, the lease contract binds the purchaser even if they are unaware of the contract’s existence, thereby obligating them to the effects generated by the lease. This extension, which deviates from the principle of the relativity of contractual effects, is fundamentally based on the prior existence of the contract; the lease contract prevails because it predates the sale contract of the leased property, thus impacting the third party, namely the purchaser of the leased property.