contract-law
Taking over liabilities/debt without consent
<p>If A and B are in a contract, with B liable to A, and a third party C takes over the liability of B to A without the consent or involvement of B, is the contract between A and C legal?</p>

<p>I tried looking under 'assignment' but can't seem to find any precedent for this situation.</p>

<blockquote>
  <p>If A and B are in a contract, with B liable to A, and a third party C
  takes over the liability of B to A without the consent or involvement
  of B, is the contract between A and C legal?</p>
</blockquote>

<p>A third party C can offer to cover the debt of B in an agreement by entering into a guarantee agreement with A (unless A forgives the debt owed by B), but that does not relieve B of liability to A, and does not constitute an agreement of B to assign the obligation to C. Usually, a guarantee agreement is valid even in the absence of consideration paid to the guarantor.</p>

<p>A replacement of one debtor with another with the consent of all involved is usually called a "novation".</p>

<p>Absent some rather involved circumstances, B has no right to complain that someone else is gratuitously agreeing to cover their debt.</p>

<h2>On the face of it, the contract would be void for lack of consideration</h2>

<p>Let's clarify things:</p>

<ul>
<li>A and B have a contract</li>
<li>Assume A has discharged all of its obligations under the contract. B has not.</li>
<li>C offers to fulfill B's obligations to A - this is valuable consideration passing from C to A.</li>
<li>Where is the consideration passing from A to C? A can agree to waive B's obligations - this is certainly valuable but it doesn't pass from A to C - it passes from A to B.</li>
</ul>

<p>This could be remedied if something of value passes from A to C. For example, if A agreed to pay C $1 in return for C undertaking B's obligations and A agreeing to waive their rights against B. B's involvement/agreement is immaterial.</p>
