## Facts

- Doris Ryer Nixon and Stanhope Wood Nixon married in 1917 and had two children, Lewis and Blanche.
- In 1945, in contemplation of divorce, Doris and Stanhope executed a settlement agreement addressing their property rights.
- As part of the settlement, Stanhope promised he would not reduce the children’s interests in his estate as provided in a will executed the same day.
- The 1945 will gave each child roughly 30% of Stanhope’s estate outright, with survivorship if one child died without issue.
- Doris later died (1948), and her estate was administered.
- Stanhope executed a new will in 1951 revoking the 1945 will and changing the children’s interests from outright gifts to life estates, with remainders ultimately to charities.
- The 1951 will included a forfeiture clause purporting to void a beneficiary’s bequest if the beneficiary challenged the will.
- Blanche died in 1955 without issue; Lewis survived.
- Stanhope died in 1958, and the 1951 will was admitted to probate.
- The administrator c.t.a. of Doris’s estate sued to enforce the 1945 agreement, seeking equitable relief (including specific performance and reformation of Stanhope’s testamentary disposition to conform to the agreement).
- The trial court dismissed for lack of standing on the view that Doris’s estate would not benefit; the intermediate appellate court affirmed.

## Issues

1. Whether a promisee (or the promisee’s estate) to a contract made for the benefit of third-party donee beneficiaries has standing to sue the promisor’s estate to enforce the promise, despite the fact that the contract’s benefits run to the third parties.
2. Whether the promisee’s estate may seek equitable relief to compel performance of the promised testamentary arrangement when legal damages are inadequate.

## Decision

- The Supreme Court of New Jersey reversed the dismissal and remanded.
- The court held that the promisee of a contract for the benefit of a third party has a sufficient interest in enforcement to sue for damages.
- The court further held that the promisee may seek equitable relief when damages are inadequate, including relief directed at effectuating the promised testamentary plan.
- Accordingly, Doris’s estate was a proper party to pursue enforcement of the 1945 agreement against Stanhope’s estate.

## Legal Principles

- A promisee in a third-party-beneficiary contract retains an enforceable interest in the promisor’s performance, even when the contemplated benefit is donative and runs directly to third parties.
- The promisee’s right to enforce survives to the promisee’s estate.
- Equity is available to enforce a third-party-benefit promise when a legal remedy is inadequate, including where the bargain concerns the maintenance of specific testamentary dispositions.
- Enforcement of the promise is not contingent on the third-party beneficiaries’ willingness or ability to sue.

## Conclusion

The court held that the promisee’s estate could enforce a divorce-settlement promise protecting the children’s inheritance, and that the claim could proceed for both damages and equitable relief aimed at compelling performance of the agreed testamentary arrangement.


Drewen v. Bank of Manhattan Co., 155 A.2d 529 (N.J. 1959)