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Civil Code §1671(b) makes a liquidated damages clause in a non-consumer contract valid unless the party attacking it shows it was unreasonable under the circumstances existing when the contract was made — so the figure has to have been a genuine forecast of a loss that would be hard to measure, most often the owner's daily cost of not having the building. (a) is the other side of that same line: a sum set to punish rather than to estimate is a penalty, and a penalty is unenforceable whatever the contract calls it. (d) is a waiver-of-damages clause, a different animal. (c) plays on the word — 'liquidated' here means fixed in amount, not turned into cash. Note that §1671(c)-(d) reverses the presumption for consumer contracts and residential leases, where such a provision is void unless it was impracticable or extremely difficult to fix the actual damage.

Civil Code §1671(b) makes a liquidated damages clause in a non-consumer contract valid 'unless the party seeking to invalidate the provision establishes that the provision was unreasonable under the circumstances existing at the time the contract was made'. The test looks at formation, not hindsight, and the usual showing is that the harm was hard to estimate and the figure was a genuine forecast of it. (c) reverses the doctrine: liquidated damages exist BECAUSE actual damages are hard to calculate; where they are easy, the clause has no work to do. (d) describes a penalty, unenforceable however it is labelled — a sum set to punish rather than to estimate. (a) adds a formality the statute does not require; note that §1671(c)-(d) flips the burden for consumer contracts and residential leases, where the clause is void unless it was impracticable or extremely difficult to fix the actual damage.

That is what a liquidated damages clause does: once it is valid under Civil Code §1671(b), the stated rate replaces proof of loss and the owner simply multiplies the rate by the days. (d) describes the position WITHOUT such a clause, where the owner must prove the delay cost him something — and the whole purpose of liquidating damages is that the loss was hard to estimate when the contract was made. (a) misreads the clause as a cap rather than a daily rate. (c) turns it into a penalty, and a sum set to punish rather than to estimate is unenforceable however it is labelled. The contractor's defences all survive: he can still contest whether the delay was excusable, whether substantial completion had already occurred, and whether the rate was unreasonable at formation.

'Time is of the essence' converts the completion date from a term whose breach yields damages into a condition whose breach can justify terminating the contract. Without the clause, late performance is ordinarily a partial breach compensated in money; with it, the delay itself can be material. It cuts both ways, since the owner's duties to give access, answer submittals and pay on time become time-critical too. (b) is the default the clause exists to displace — which is exactly why an owner who wants a hard date has to say so. (a) invents a one-sided reading; a clause in the contract binds both parties. (d) is no deadline at all, and would make the completion date the contract is required to state meaningless.

When a contract does not specify a completion date or make time essential, the law implies that performance must occur within a reasonable time given the nature and circumstances of the work. The contractor cannot delay indefinitely, but a minor delay is not automatically a material breach. There is no automatic 30-day rule, and completion is generally not conditioned on receiving full payment in advance.

A force majeure clause allocates the risk of extraordinary events outside either party's reasonable control — a declared disaster, war, a government shutdown order, sometimes named weather thresholds — usually by excusing the delay and extending the time for performance instead of treating it as a breach. Read the clause closely: most give TIME but not MONEY. (a) is the compensable-delay or delay-damages provision, which decides whether the extension comes with extended overhead; whether a delay is excused and whether it is paid for are two different questions, and confusing them is the expensive mistake. (b) invents a profit cap; California does not limit a private contractor's margin. (c) is a forum selection or arbitration clause.

In binding arbitration the parties hand a private neutral the power to decide, and the award is final and enforceable, reviewable only on the narrow grounds in Code of Civil Procedure §1286.2 — corruption, fraud, an arbitrator exceeding his powers. On residential property of four or fewer units, B&P §7191 governs how the clause must be titled, set and separately initialed before it binds the owner. (b) describes non-binding arbitration or a mediator's proposal, where each party keeps the right to walk away; the word 'binding' is the entire difference. (c) describes negotiation, which has no neutral decision-maker. (a) describes a court bench trial, which is public and appealable — precisely what an arbitration clause gives up.

A mediator has no power to decide. He carries offers, tests each side's case and tries to produce an agreement the parties sign; short of that agreement the dispute is exactly where it was. An arbitrator is given the power to decide, and the award is enforceable with only the narrow review in Code of Civil Procedure §1286.2. (b) is the confusion that matters, and it is the reason B&P §7191 imposes the special title, the 10-point boldface and the separate initials on ARBITRATION provisions and not on mediation clauses — arbitration waives a court or jury trial, mediation waives nothing. (c) describes litigation. (a) invents a public-works limit; mediation is used constantly on private work.

When parties agree to a valid, enforceable arbitration clause, a party who is sued in court may move to compel arbitration and to stay (pause) the lawsuit, enforcing the agreed forum. Courts generally favor honoring arbitration agreements. The clause is not automatically void, the dispute is a civil contract matter rather than a criminal one, and an arbitration clause does not transform the case into a public works claim.

Arbitration is often chosen because it can be quicker, more private, and less formal and expensive than a court trial, and the parties can select an arbitrator with industry knowledge. It does not guarantee a larger award, does not remove the need for a contract, and in fact typically offers very limited appeal rights, since finality is one of its features. Speed, privacy, and flexibility are its recognized benefits.

An assignment moves a RIGHT — most often the right to be paid — from the assignor to an assignee, who then stands in the assignor's shoes against the obligor. (d) is delegation, the mirror image: it moves the DUTY to perform, and crucially it does NOT release the delegating party, who stays liable if the delegate fails. Only a novation, agreed to by everyone, releases him. Assignment of construction receivables is routine, which is why contracts so often add an anti-assignment clause, while delegation of the work itself is usually restricted much harder. (b) describes rescission or mutual release. (c) describes an amendment and has nothing to do with transferring anything.

Delegating performance to a subcontractor does not, by itself, relieve the general contractor of its obligations to the owner. The prime contractor remains responsible to the owner for the entire scope, including the subcontracted plumbing, unless the owner agrees to a novation releasing the general. The general's continuing responsibility is independent of whether the sub is licensed, and delegation does not forfeit the general's right to payment for completed work.

Delegation is presumed allowed — Civil Code §1457 lets the burden of an obligation be transferred, and a contract is ordinarily indifferent to which crew hauls the debris. The exception is a duty the obligee bargained for BECAUSE of who would perform it: a muralist, a designer whose taste was the point, a contractor chosen for a skill nobody else on the list has. (a), (b) and (d) are the standard examples on the other side of the line — fungible delivery, fungible labour, and money, which is the most delegable obligation there is. One caution survives either way: delegation does not release the delegating party. He stays liable if the delegate fails, unless everyone agrees to a novation under Civil Code §1530.

A novation substitutes a new obligation, or a new party, for an existing one with the consent of every party, extinguishing the old contract and releasing the original obligor (Civil Code §1530-§1532). (b) is the distinction that matters on a job site: an assignment or delegation moves the benefit or the work, but the original party stays liable if the substitute fails — only a novation releases him, and only if the obligee agrees. (a) is a modification; the same parties remain bound to the same contract. (d) is a unilateral demand, which changes nothing without the other side's assent.

Civil Code §1457 allows the burden of an obligation to be transferred, and contract rights are generally assignable — but the parties may agree otherwise, and construction subcontracts routinely do, because the general contractor chose that subcontractor for a reason. An assignment made in breach of an express anti-assignment clause is at best ineffective and at worst a breach the general may terminate on. (d) states the default as though it were absolute, ignoring the clause the parties actually wrote. (c) confuses assignment with novation: a novation needs everyone's consent and substitutes a new obligation (Civil Code §1530), and it is the one thing that would release the original subcontractor — which is exactly what an unapproved assignment cannot do. (b) drags in the owner, who is not a party to the subcontract.

Code of Civil Procedure §1856(a) bars evidence of a prior agreement or a contemporaneous oral agreement offered to contradict the terms of a writing the parties intended as a final expression of their agreement. Everything the distractors describe falls outside that bar. (a) §1856(g) preserves evidence of fraud, mistake, illegality and other grounds attacking the validity of the agreement itself. (b) §1856(c) allows course of dealing, course of performance and usage of trade to explain or supplement the terms. (d) the rule reaches prior and contemporaneous agreements only; a LATER modification is governed by Civil Code §1698. The rule is far narrower than candidates assume, which is why three of these four look plausible.

The parol evidence rule has recognized exceptions: outside evidence may be admitted to show fraud, duress, mistake, illegality, or lack of consideration, to clarify an ambiguity, or to prove a separate collateral agreement. Proving that the contract was induced by fraud is a classic exception. The rule still bars using outside statements merely to contradict clear integrated terms, to rewrite the price out of regret, or to insert forgotten terms.

A clause declaring that the written document is the complete and final agreement is an integration or merger clause. It signals the parties intended the writing to be fully integrated, strengthening application of the parol evidence rule to exclude prior or contemporaneous outside promises. It is not a force majeure clause (uncontrollable events), a liquidated damages clause (pre-set damages), or an arbitration clause (dispute forum); its function is to establish finality of the writing.

Termination for cause rests on the other side's default — abandonment, persistent failure to supply labour or materials, refusal to correct defective work — and it normally requires written notice and a cure period before the contract may be ended. The consequence is the point: a party terminated for cause is charged with the cost of completing the work, while a party terminated for convenience is paid for what it performed. (a) is termination for CONVENIENCE, the no-fault route, and dressing it up as 'for cause' is how owners try to avoid that payment. (b) is the contractor's own breach seen from the wrong side; it may give the OWNER cause, but it is not a reason the contractor may terminate. (c) is an excusable-delay question, handled by a time extension under the weather or force majeure clause, not by ending the contract.

A termination for convenience clause lets the owner end the contract for its own reasons — the project is shelved, the financing falls through — without alleging any breach. The price of that right is payment: the contractor is generally made whole for work performed, materials ordered and defined close-out costs, though usually NOT the anticipated profit on work never performed, which is the practical difference between convenience and default termination. (a) describes termination for cause, the clause an owner uses when it wants to charge the contractor with completion costs. (c) is what an owner would like the clause to mean, but read that way it would be illusory — the owner could take the work and cancel the duty to pay. (d) describes a time extension, not a termination right at all.

Contractual duties are discharged by events such as complete performance, mutual rescission, accord and satisfaction, novation, or supervening impossibility or impracticability. A party's private, unexpressed change of mind does not discharge the contract; obligations remain until a recognized legal ground ends them. Merely wishing to be free of the deal, without agreement or a legal excuse, leaves the party bound and exposed to breach liability.

A contract claim is measured by the benefit of the bargain — economic loss — and Civil Code §3294(a) allows punitive damages only 'in an action for the breach of an obligation not arising from contract'. A tort such as negligence or fraud is a wrong independent of the promise and can reach personal injury, damage to other property, and, on clear and convincing proof of malice, oppression or fraud, punitive damages. (b) is the misconception the distinction exists to correct: no amount of bad faith converts a contract claim into a punitive one; the plaintiff must plead an independent tort. (a) invents a forum rule — both are legal claims tried to a jury unless the parties agreed to arbitrate or the relief sought is equitable. (c) overreads the economic loss rule, which limits tort recovery for the damage a defect does to the work itself; it does not immunize a contractor from negligence claims for injury to persons or other property.

A duty not to negligently harm others exists independently of any contract; when the contractor's carelessness damages a third party's property, the injured neighbor's claim arises in tort, specifically negligence, not breach of contract, because there is no contract between them. The Statute of Frauds and parol evidence rule concern contract formation and interpretation, not liability for negligently caused property damage.

Civil Code §3294(a) allows exemplary damages only 'in an action for the breach of an obligation not arising from contract', and only on clear and convincing evidence of oppression, fraud or malice — so a plaintiff who wants them must plead an independent tort such as fraud, not a badly behaved breach. (d) is the everyday misconception: even a deliberate, profitable breach is compensated, not punished. (c) confuses the forum with the theory; a jury does not enlarge what the law makes recoverable. (b) collapses two opposite ideas — liquidated damages are a compensatory estimate agreed in advance, and a liquidated sum set high enough to punish is void as a penalty under Civil Code §1671.

A written contract is evidence: it fixes what was promised, for how much, and on what schedule, so a later dispute turns on a document rather than on two recollections. On home improvement work it is also the precondition to being paid for changes at all, since B&P §7159(d) requires the writing and §7159(e)(3) makes unsigned extras unenforceable against the buyer. (a) overstates it — a writing improves your proof, it does not decide the case, and a contractor who breaches a clear contract simply loses faster. (c) inverts the effect: a writing usually CREATES express warranties rather than removing implied ones, and Civil Code §1668 limits what can be disclaimed at all. (d) confuses the writing with the licence; B&P §7031 bars the action for compensation however well the contract is drafted.

B&P §7031(a) bars any action in law or equity to collect compensation for work requiring a license unless the plaintiff was duly licensed at all times during performance, and it applies 'regardless of the merits of the cause of action'. §7031(b) goes further: a person who used an unlicensed contractor may recover ALL compensation paid for that work. (a) is what the contractor hopes — acceptance of the work, or the owner's knowledge that he was unlicensed, cures nothing. (c) invents a fixed multiple; §7031(b) is disgorgement of what was actually paid, which on a large job exceeds any double-the-price formula, while B&P §7028 makes unlicensed contracting itself a misdemeanor. (d) inverts the effect: losing the ability to bring or maintain an action takes the arbitration with it.

B&P §7031(a) bars any action for compensation unless the plaintiff was 'a duly licensed contractor at all times during the performance of that act or contract'; the test is continuous licensure across the whole job, and §7031(e) permits substantial compliance only on a narrow showing. (b) is the trap: a license valid on signing day but lapsed, expired or suspended mid-job forfeits the claim for the ENTIRE contract, not merely the unlicensed stretch. (c) is worse than wrong — §7031(b) lets an owner recover all compensation already paid to an unlicensed contractor, so acceptance waives nothing. (d) treats licensure as a discipline matter only; §7031 is its civil consequence, and it is the harshest provision in the chapter.

A condition precedent is an event that must occur before a party becomes obligated to perform. For example, a subcontract may state that the general contractor's duty to pay the sub is conditioned on the general first receiving payment from the owner. Until the condition is satisfied (or excused), the conditioned duty does not arise. It is not an automatic voiding term, a damages clause, or an arbitration provision.

A pay-if-paid clause seeks to make the owner's payment to the general contractor a condition precedent to the general's duty to pay the subcontractor, so that if the owner never pays, the general arguably owes the sub nothing. Such clauses are strictly construed and, in some jurisdictions and circumstances, limited by law or public policy. It is not a 24-hour payment guarantee, is not merely a lien waiver, and does not eliminate the need for a subcontract.

California implies into every contract a covenant that neither party will do anything to injure the other's right to receive the benefits of the agreement. Its work is policing discretion the contract grants — an owner who withholds approvals to run the clock, a contractor who staffs a job too thinly to meet dates it agreed to. (d) is the usual overreach: the covenant protects the agreed bargain; it imposes no duty to advance the other side's profit, and it never adds a term the parties did not agree to. (b) invents an ongoing duty to renegotiate, which is the same error in a different form. (a) confuses an implied duty with a required clause — arbitration is voluntary, as the notice B&P §7191(b) prescribes says in terms.

A bilateral contract is formed by an exchange of promises: both sides are bound the moment the promises are exchanged, and each promise is the consideration for the other. Almost every construction contract is bilateral — the contractor promises to build, the owner promises to pay. (d) is the unilateral contract, where the offer asks for a completed act rather than a promise, so nothing binds the offeree until he performs and the act is both acceptance and performance (Civil Code §1584). (c) describes that same unilateral arrangement from the offeror's side, which is why it reads plausibly. (a) removes the element Civil Code §1550 makes essential; a promise without consideration is not a kind of contract but a failed one.

An offer that asks for a completed act rather than a return promise is a unilateral contract offer, and performance of the act is both the acceptance and the performance (Civil Code §1584) — finishing the removal obligates the homeowner to pay. (b) is the standard confusion: had the homeowner said 'promise me you will remove it and I will pay $1,000', the exchange of promises would make it bilateral. (c) misapplies Civil Code §1624, which reaches contracts not performable within a year, transfers of real property and the like, not a same-day tree removal. (d) misreads 'if and when you finish' as reserving a choice; it states a condition on the contractor's performance, not an escape from the homeowner's promise, so the promise is not illusory.

A term is ambiguous when it is reasonably capable of more than one meaning, so that reasonable people could read it differently. Ambiguity, not mere length, capitalization, or the presence of technical terms, is what permits a court to consider extrinsic evidence to determine the parties' intent. Under the doctrine of contra proferentem, genuine ambiguities are often construed against the party who drafted the language.

The doctrine of contra proferentem provides that when a contract term is genuinely ambiguous, courts construe it against the party who drafted it, because that party had the opportunity to write clearly and should bear the risk of unclear language. This encourages careful drafting. It does not favor the wealthier party, the first signer, or leave interpretation to chance; the drafter bears the burden of the ambiguity.

Civil Code §1651 provides that where a contract is partly written and partly printed, the written parts control the printed parts where the two are inconsistent, and §1650 subordinates particular clauses to the contract's general intent. The reasoning is evidentiary: the parties negotiated the typed line, they merely inherited the boilerplate. (a) reverses the rule. (d) hands the tie to the drafter, which is backwards twice over — Civil Code §1654 resolves genuine ambiguity AGAINST the party who caused it to exist. (b) treats an internal conflict as fatal, but §1641 requires the whole of a contract to be read together so as to give effect to every part rather than to void it.

A voidable contract is a real, enforceable contract that one party has the power to disaffirm — for minority, fraud, duress, menace, undue influence or mistake, the grounds listed in Civil Code §1567 — and it stays in force until that party elects to rescind under Civil Code §1689. (b) describes a VOID contract, which has no effect from the outset, typically because its object is unlawful or impossible (Civil Code §1598, §1667). The difference matters because only a voidable contract can be ratified and then enforced. (c) states the consequence of voidness, not voidability, and misses that the party without the power to disaffirm stays bound throughout. (d) confuses voidability with the Statute of Frauds; an oral contract can be perfectly valid and a written one perfectly voidable.

A contract entered into under duress, such as a threat of physical harm that overcomes a party's free will, is voidable by the victim. Genuine consent is an essential element of a valid contract, and coercion undermines it. The mere fact that a document was signed does not make it enforceable if consent was coerced. The defense does not depend on whether the contract was written, and threats are highly relevant to whether assent was voluntary.

Civil Code §1575 defines undue influence as taking an unfair advantage of another's weakness of mind, or using a real or apparent authority or a confidential relationship to get an unfair advantage: consent is given, but not freely, so the contract is voidable. The distractors are its three siblings on the §1567 list of defects in consent — (a) is duress (§1569), (c) is actual fraud (§1572), and (b) is mistake of fact (§1577). All four make a contract voidable; only undue influence turns on a relationship of trust or dominance rather than on a threat, a lie, or an error.

Civil Code §1577 defines mistake of fact as a mistake not caused by the neglect of a legal duty, consisting in unconscious ignorance or forgetfulness of a material fact, and §1567 lists mistake among the defects that make consent unreal. §1689(b)(1) makes a contract entered into through mistake rescindable, with §1692 requiring the rescinding party to restore what it received. The mistake must be MUTUAL and material: a unilateral mistake generally binds the mistaken party unless the other knew of it or caused it. (d) states the rule for exactly that unilateral case, which is why it reads plausibly. (c) confuses an honest shared error with wrongdoing; punitive damages under §3294 need oppression, fraud or malice and are unavailable on a contract claim. (a) invents a multiplier.

Civil Code §1572 defines actual fraud and §1709 the tort of deceit: a representation of a material FACT, known to be false or made recklessly without belief in its truth, made to induce the other party to act, justifiable reliance, and resulting damage. (a) fails on the fact element — an honest opinion or prediction about future value is not a statement of existing fact, which is why sales talk is not actionable. (b) fails on scienter: a statement true when made does not become fraud because events later disappoint. (c) is no representation at all; drafting is not a statement of fact. The distinction pays: fraud is a tort, so unlike a contract claim it opens the door to punitive damages under Civil Code §3294, and where the fraud induced a home improvement contract, to the $500 penalty and fees in B&P §7160.

Restitution measures what the defendant received rather than what the plaintiff lost: it gives back the benefit conferred so the defendant is not unjustly enriched. It is the measure that travels with rescission — Civil Code §1692 requires the rescinding party to restore what it received — and with quantum meruit where no enforceable price term exists. (d) is specific performance, which enforces the bargain instead of unwinding it. (c) confuses a civil remedy with a penalty; fines run to the state, and Civil Code §3294 bars punitive damages on a contract claim in any event. (a) inverts the American rule — Code of Civil Procedure §1021 leaves each side to bear its own fees unless a contract or statute provides otherwise.

Consequential or special damages flow from the injured party's particular situation — profits lost on the next job because this one ran late — and Civil Code §3300 limits recovery to detriment that was likely to result in the ordinary course or that the breaching party had reason to foresee, the rule of Hadley v. Baxendale. (c) describes GENERAL or direct damages, which follow from the breach itself and need no special showing of foreseeability; the contrast between the two is the entire point of the category. (b) describes nominal damages, awarded under Civil Code §3360 when a right is invaded but no loss is proved. (a) confuses the measure with the price; consequential damages can exceed the contract price, which is exactly why commercial contracts so often waive them.

Nominal damages are a token sum recognising that a right was invaded where no substantial loss was proved; Civil Code §3360 provides for them expressly. They are not pointless: a nominal award still establishes the breach, which can carry a costs or attorney's-fee entitlement with it. (c) describes compensatory damages, the ordinary measure under Civil Code §3300. (d) describes punitive damages under §3294, which punish rather than recognise and are unavailable on a contract claim. (a) describes liquidated damages under §1671 — a figure the parties agreed to in advance, which displaces the need to prove loss at all.

Waiver is the intentional relinquishment of a known right: it needs knowledge of the right and conduct showing an intention to give it up, and conduct counts as much as words — which is how a party that accepts late payments for months can waive the strict-timing clause it later wants to enforce. (d) is a novation, which requires everyone's consent and a substituted obligation (Civil Code §1530). (c) is specific performance, a court remedy rather than a party's own act. (b) is arbitration, a forum agreement. One caution: not every right can be waived. The Three-Day Right to Cancel in B&P §7159(e) is waivable only through the narrow emergency route in Civil Code §1689.13, and the mandatory §7159 contract terms are not waivable at all.

The clause exists to force changes into writing so that a later dispute is settled by a document rather than by two memories — the same discipline B&P §7159(d) makes mandatory on home improvement work, where an unsigned change order is unenforceable against the buyer. (c) overstates it: Civil Code §1698(b) allows an oral agreement to modify a written contract to the extent the oral agreement is executed by the parties, and waiver or a course of conduct can defeat the clause, so 'impossible to modify' is wrong even on a commercial job. (b) confuses a documentation rule with a pricing mechanism; the price moves only if the change order says so. (a) confuses it with a warranty disclaimer, a wholly separate clause.

An accord is the agreement to accept something different from or less than what is owed, in extinction of a disputed obligation (Civil Code §1521); the satisfaction is actually performing it (§1523). Both halves are needed — the accord alone suspends the old obligation, it does not discharge it. Cashing a check tendered in full settlement of a genuinely disputed amount is the everyday example. (b) describes waiver or the running of the statute of limitations, neither of which is a bargained settlement. (a) changes the forum that will decide the claim without settling it at all. (d) is a judgment, which enforces the original obligation rather than substituting a new one.

Civil Code §1511 excuses performance prevented or delayed by an irresistible superhuman cause, by the operation of law, or by the other party, and the courts add commercial impracticability — extreme and unreasonable difficulty or expense that was not foreseeable, not merely more than was budgeted. The three distractors are one error in three costumes. (b) is estimating risk, which is precisely what a fixed price allocates to the contractor. (c) is reduced profit, which the doctrine has never covered. (a) is opportunity cost, not an excuse at all but a reason for a breach the contractor still pays for. Compare frustration of purpose, where performance stays entirely possible but the shared reason for it is gone.

Frustration of purpose excuses performance when an event neither party foresaw destroys the principal purpose both understood as the basis of the bargain, even though the promised performance remains entirely possible — the textbook case is renting a room to watch a parade that is then cancelled. (b) is impossibility, where performance itself cannot be rendered; the doctrines are neighbours, not synonyms, and Civil Code §1511 sets out when performance is excused. (c) is commercial impracticability, which California applies narrowly: added cost, even large added cost, is the risk a fixed-price contractor accepted. (d) is buyer's remorse, which excuses nothing at all.

An intended third-party beneficiary, someone the contracting parties intended to benefit directly, may generally enforce the contract even though they did not sign it, once their rights have vested. This differs from an incidental beneficiary, who benefits only indirectly and cannot sue. The beneficiary need not be a licensed contractor and does not automatically assume liability for the price; being an intended beneficiary confers enforcement rights, not payment obligations.

Civil Code §1559 gives a contract 'made expressly for the benefit of a third person' the right to be enforced by that person — 'expressly' is the word doing the work. A third party who merely gains because the contract exists is incidental and has no claim: the neighbour whose property value rises when you remodel, the supplier who expects more orders if the job goes ahead. (c) describes the INTENDED beneficiary, the contrast this question turns on; a subcontractor named as a payee, or an owner named in a subcontract, can sue on it. (a) is wrong twice over — the owner is usually a party to the prime contract and an intended beneficiary of the subcontracts. (d) invents a consent right; no beneficiary, intended or incidental, controls the parties' changes.