论真正利益第三人合同中的第三人权利

On the Rights of the Third Party in the Contracts for the Interests of the Third Party

《民法典》采用直接取得模式规范第三人权利取得,是否授予第三人权利应区分是否存在平等债权关系和合同目的。第三人作出受益意思或合理期限经过后,当事人变更或撤销合同需经第三人同意,否则对第三人不发生效力,但存在例外。当事人行使法定解除权无需经第三人同意。第三人可主张与履行利益有关的赔偿性违约金,不能主张惩罚性违约金;第三人不享有违约解除权,但可通过放弃权利脱身;第三人能起诉确认合同无效,但不享有合同撤销权。

The Civil Code adopts the direct obtainment mode to regulate the acquisition of the third party’s rights in the contract for the interests of the third party. When judging whether the contracts grant the third party the right of performance, the intention of the creditors and debtors should be considered, and whether there is a tradable equal creditor-debtor relationship between the third party and the creditor should be concerned, contract purpose of shortening the payment and protecting the third party should also be distinguished. With respect to the change of rights, the parties’ consensual modification or revocation of the contract shall be subject to the consent of the third party after the third party expresses the intention to benefit from the contract or the reasonable period has elapsed, otherwise the modification or revocation shall not be valid for the third party, but there are exceptions. No consent of the third party is required for the parties to exercise the legal right to cancel. In terms of the content of rights, the third party can claim damages related to the performance of interests, but not punitive damages;the third party does not have the right to cancel because of breach of contract, but can escape by giving up the right;the third party can claim for confirmation of the invalidity of the contract, but does not have the right to revoke the contract.