Explanation of Article 102

Explanation of Article 102

This article completes the explanation of the provisions regarding stipulation for the benefit of a third party, detailing the provisions for revoking the stipulation and its effects. The first paragraph clarifies that the right of the beneficiary, acquired under the contract of stipulation for the benefit of a third party, is not revocable by the stipulator alone. The stipulator has the right to revoke the stipulation, replace the original beneficiary with another, or transfer the benefit to themselves. The right to revoke is a personal right that creditors cannot exercise on behalf of the debtor, nor does it transfer to heirs. If the stipulator dies without revoking the right and before the beneficiary accepts, the heirs cannot revoke it; allowing them to do so would mean revoking a right not revoked by their predecessor for their own benefit.

The right to revoke is nullified by the beneficiary notifying either the promisor or the stipulator of their acceptance of the stipulation. It suffices for the beneficiary to inform either party, not necessarily both, to establish their right. This acceptance is not an acceptance of an offer presented to them, nor does it create a contract, but rather affirms their right under the stipulation contract. Acceptance is considered a unilateral legal act and does not require the other party's consent. The beneficiary must have the capacity to contract at the time of acceptance, which can be explicit or implicit, without any specific form or condition. If the relationship between the stipulator and the beneficiary is a donation, acceptance is valid without possession, as this is not a direct gift requiring possession like a gift contract. If the beneficiary rejects the stipulation, the stipulator retains the rights outlined; they can revoke the stipulation, replace the beneficiary, or transfer the benefit to themselves.

The stipulator cannot revoke the stipulation or replace the beneficiary if it harms the promisor's interest. For example, if a store seller stipulates that the buyer offers discounts to a specific group of consumers or the neighborhood where the store is located or provides suitable housing for workers, replacing the beneficiary would harm the promisor's interest, as they accepted due to the indirect benefit it provides.

Since the source of the beneficiary's right is the stipulation contract, the stipulator and promisor can define this right as they agree, provided it does not violate public order. They may agree at the time of the contract on:

1. The stipulator completely relinquishing their right to revoke the stipulation, thus having no right to revoke or replace the beneficiary. If the beneficiary rejects the stipulation, it is annulled due to impossibility of execution.
2. The right to revoke being solely the promisor's, allowing them to replace the beneficiary with the stipulator or another beneficiary, preventing the promisor from evading their obligation at will.
3. Revocation requiring the consent of both the stipulator and the promisor.
4. The stipulator retaining the right to revoke or replace the beneficiary even after the beneficiary accepts the stipulation or if it conflicts with the promisor's interest. The beneficiary's acceptance does not prevent revocation if it is stipulated, even if the contract between the beneficiary and stipulator is a donation. In a direct gift contract, the donor may stipulate the right to revoke under certain conditions for a legitimate purpose, and the promisor's acceptance that the stipulator alone has the right to revoke, even if it conflicts with the promisor's interest, does not invalidate this condition, as it constitutes a waiver by the promisor of their right.

Thus, what the article stipulates are supplementary rules, indicating the presumed intent of the contracting parties in the absence of an agreement, allowing them to agree otherwise.

The second paragraph clarifies that revoking the stipulation does not discharge the promisor's obligation unless the stipulator explicitly or implicitly releases the promisor from the stipulation, whether this release occurs upon revocation or by agreement at the time of the contract that revocation discharges the promisor.

Therefore, if the stipulator revokes the beneficiary's right without appointing another beneficiary and does not release the promisor or agree at the time of the contract that revocation discharges them, the right reverts to the stipulator themselves. The right is considered established for them from the time of the contract, not from the time of revocation, and the contract is like any ordinary contract, with its effects limited to the parties involved. The right is not transferred from the beneficiary who was replaced but is established by the stipulation contract. The stipulator may also, after revoking the stipulation and reverting it to themselves, appoint another beneficiary, unless there is an agreement between the stipulator and the promisor to the contrary.

Related To

Article 102

1. Unless agreed otherwise, the stipulator, but not his creditors or heirs, may revoke the stipulation, replace the beneficiary with another beneficiary, or transfer the benefit to himself, unless the beneficiary informs the obligor or the stipulator of his acceptance of the stipulation, or unless such act is detrimental to the obligor’s interest.

2. If the stipulation is revoked, the obligor shall not be released from liability towards the stipulator, unless the parties explicitly or implicitly agree to such discharge.