Noble

Introduction

Plaintiff Sessions Payroll Management, Inc. (Sessions) did not sign and was not a party to a written contract between defendant general contractor Noble Construction Company, Inc. (Noble) and David Mackey Drywall (Mackey). The Noble-Mackey contract provided that the prevailing party in an action to enforce the contract would receive attorney fees. After sustaining a demurrer without leave to amend to Sessions’s third party beneficiary breach of contract claim against Noble, the trial court awarded attorney fees in favor of Noble based on the contractual attorney fee provision. Sessions appeals that attorney fee award.

Where a plaintiff did not sign the contract with the attorney fee provision, a defendant which is the prevailing party can recover contractual attorney fees only if the nonsignatory plaintiff would have been entitled to those fees if the plaintiff had prevailed. A third party beneficiary can only claim benefits that contracting parties intended it to receive, and cannot recover benefits intended to benefit only contracting parties. The contract does not show that Mackey and Noble intended to benefit Sessions by including Sessions within the…