试论向第三人履行的合同——对我国《合同法》第64条的解释

A Tentative Study on Contract to Be Performed to a Third Party

《合同法》第64条非但未否定第三人的履行请求权,且其文义可以容纳该第三人权利;通过体系解释、法意解释、比较法解释,可以且应该肯定第三人履行请求权。仅依当事人的合意便可成立第三人权利,第三人表示受益意思只发生使该权利确定的效果。如第三人不欲享受利益,可表达拒绝的意思,使该权利自始消灭。债务人违约,债权人与第三人均可主张违约责任,因二者的主张是基于各自不同的债权,故二者所主张的责任内容会有所不同。

Article 64 of Contract law of the PRC 1999 does not deny the third party beneficiary's right to performance, and it may include the right within its plain meaning. By the methods of semantic interpretation, systematic interpretation, interpretation in accordance with the intention of legislator and the interpretation of comparative law, the beneficiary's right to performance may and should be affirmed in the Contract Law. A third party may require performance of a contractual obligation when its right to do so has been expressly agreed upon between the promisor and the promisee. A notice from the third party to accept the right makes the right affirmed. If the third party renounces the right to performance, the right is treated as never having accrued to it. If there is a non-performance in the side of the promisor, both the promisee and the third party may seek remedies for it, and there may be some differences in the contents of the remedies of them.