You Doth Not Be, a 3PB

In Dentons US LLP v. Stairway Legacy Assets, LP, the Fifth Circuit held that the Dentons law firm was not a third-party beneficiary of a contract  (while also concluding the merits of this point had been forfeited.).

Under Delaware law, a third-party beneficiary must show that the contracting parties intended to benefit the third party, that any benefit was a gift or in satisfaction of a preexisting obligation, and that the intent to benefit was a material part of the contract’s purpose, with courts looking to the contract’s language to discern that intent. .

The contract did not identify Dentons or its predecessor, and the claimants did not  “facts which could reasonably lead to the inference” that the parties intended to benefit Dentons, not crediting an argument about the general “Net Revenues” definition in the contract. No. 25-40235; Feb. 2, 2026