India.com, Inc. v. Dalal

Dalal (defendant), a sales broker who negotiated the sale of ICI (plaintiff) from EasyLink to Business India Publications (BI), was named in the resulting stock purchase agreement as entitled to a commission under a disclosure schedule, but that agreement's negating clause expressly stated nothing in the agreement was intended to create rights in anyone other than the contracting parties; separately, EasyLink directly agreed to pay Dalal a commission once the sale with BI closed, but EasyLink terminated the deal before closing, which Dalal alleged was done specifically to avoid paying his commission. After ICI sued Dalal, Dalal counterclaimed against EasyLink as a third-party beneficiary of the stock purchase agreement and for breach of the separate commission agreement; the district court's rulings shifted multiple times on the third-party beneficiary issue before ultimately reinstating a judgment for Dalal, and both parties appealed.