1. Privity & networks / chains of contracts: a continental perspective
Matthias E. Storme
Full professor KU Leuven, Institute for commercial and insolvency law
PEPP Leuven 19 March 2018

2. Topics
I. Effect of other contracts on (internal) liability between contracting partners
II. Third persons as parties to a contractual obligation: which rights and under which conditions ?
III. Rights linked to obligations ?
+ New or additional debtors
IV. Effects in Tort law

3. I. Effect of other contracts on (internal) liability between contracting partners
Liability in case of performance entrusted to another
a) General rule
b) Quid treatment of contracts concluded separately with different parties, but one party facilitates or organizes the conclusion of the other contract.
> Linking the fate of contracts
suspensive or resolutory conditions; ex lege in case of linked consumer credit agreement;
> Making an intermediary liable
Eg possible liability of online platforms; see also undisclosed agency
c) Subcontractor/supplier imposed by client/buyer
d) Problems or recourse

4. I. Effect of other contracts on (internal) liability between contracting partners
2. Undisclosed agency: civil law stricter than common law ECJ 9 Nov 2016 Wathelet 3. Information/advertising by earlier links in the supply chain II-9:102 DCFR 4. Claiming damage suffered by 3r parties

5. II. Third persons as parties to a contractual obligation: which rights and under which conditions ?
1. General approach
- What privity means and what it doesn’t
> Contract, active side
> Contract, passive side
> Contractual relationship (rights)
- General rule on defenses

6. (Direct) Representation
Yellow = defenses can be invoked in the resulting relationship

7. Stipulation for 3rd party

8. Assignment

9. Appropriation by principal

10. Pers. subrogation (by surety)

11. Real subrogation (eg ROT)

12. Pledging a claim

13. II. Third persons as parties to a contractual obligation: which rights and under which conditions ?
2. Direct actions. Basically 3 types:
Qualitative rights (running with ownership)
Statutory security rights
Statutory suretyship (liability insurers)

14. II. Third persons as parties to a contractual obligation: which rights and under which conditions ?
2. Direct actions. Basically 3 types:
Qualitative rights (running with ownership)
Statutory security rights
Statutory suretyship (liability insurers)

15. Qualitative rights

16. Direct action of subcontractor

17. Direct action as suretyship

18. III. Rights linked to obligations ?
General rule on defenses, supra
Some cases where obtaining rights requires performing corresponding obligations
> some benefits only in case of transfer of contract
> qualitative obligations
(EU) Law on forum clauses v. arbitration caluses

19. Suretyship s.s.

20. Accessory delegation

21. Payment instr: accepted b/e

22. Transfer of money

23. Documentary credit

24. First demand guarantee

25. IV. Chains/networks; effects in tort law
Liability for others
Third party damages
Immunities
Protection of freedom of press
Immunity of employees
Internet providers etc.
Subcontractors (non-cumul ?)