What is the test for determining whether a person is an intended third party beneficiary of a contract?

Whether a person is an intended third party beneficiary of a contract is a question of fact reviewed under the substantial evidence standard; however, where the issue of whether a third person is an intended beneficiary can be answered by interpreting the contract as a whole, while considering the uncontradicted evidence of the circumstances and negotiations of the parties in making the contract, then the issue becomes a question of law that we resolve independently. (Proutty v. Gores Technology Group (2004) 121 Cal.App.4th 1225, 1233.) In this case, we only need to consider the language of the contract. Consequently, we apply the independent standard of review.

"'The test for determining whether a contract was made for the benefit of a third person is whether an intent to benefit a third person appears from the terms of the contract. [Citation.] If the terms of the contract necessarily require the promisor to confer a benefit on a third person, then the contract, and hence the parties thereto, contemplate a benefit to the third person.'" (Prouty v. Gores Technology Group, supra, 121 Cal.App.4th at p. 1232.)