united-states contract-law civil-law damages
Defence against civil claim from a non-contractual party
<p>There are three parties <code>A</code>, <code>B</code>, and <code>C</code>.</p>
<p><code>A</code> provides <strong>X</strong> service on a contractual basis to <code>B</code>. <code>B</code> on the other hand provides <strong>Y</strong> service (which is related to <strong>X</strong>, think about door service and parking service) to <code>C</code> on a contractual basis, but has a waiver stating:</p>
<blockquote>
<p>Party <code>C</code> indemnifies party <code>B</code> harmless from any damages that party
<code>A</code> may cause.</p>
</blockquote>
<p>There was a damage incurred by party <code>C</code>. <code>C</code> is holding <code>B</code> harmless, as there is no contractual agreement between <code>A</code> and <code>C</code>. <code>B</code> requires <code>C</code> to hold <code>B</code> harmless against any negligence from <code>A</code>. No info on jurisdiction, please assume US.</p>
<p>Can party <code>C</code> still bring a claim against <code>B</code>? Or should they sue party <code>A</code> directly? There is no contractual agreement between <code>A</code> and <code>C</code>.</p>

<blockquote>
<p>Can party C still bring a claim against B? Or should they sue party A directly?</p>
</blockquote>
<p><em>C</em> ought to sue <em>A</em>. I'm assuming <em>C</em> agreed to the waiver (or else <em>B</em> would have declined to enter the contract with <em>C</em>).</p>
<p>The waiver is a form of <em>remedies</em> clause in the contract between <em>B</em> and <em>C</em>. These two parties agree on which conditions <em>C</em> may sue <em>B</em>.</p>
<p>Even if alleging a[n indirect] contract between <em>C</em> and <em>A</em> fails, your description reflects that <em>C</em> is a <em>beneficiary</em> of the contract between <em>A</em> and <em>B</em>. This creates a duty <em>A</em> owes to <em>C</em>. In other words, <em>C</em> may --and agreed to-- assert his rights against <em>A</em>. See <a href="http://www.oneclubofjusticides.com/p/restatement-second-contracts.html" rel="nofollow noreferrer">Restatement (Second) of Contracts</a> at §309(1).</p>
