The following excerpt is from Hammes Co. Healthcare, LLC v. Tri-City Healthcare Dist., CASE NO. 09-CV-2324 JLS (CAB), ECF No. 38, ECF No. 77 (S.D. Cal. 2011):
"Whether the third party is an intended beneficiary or merely an incidental beneficiary involves construction of the intention of the parties, gathered from reading the contract as a whole in light of the circumstances under which it was entered." E. Aviation Grp., 8 Cal. Rptr. 2d at 357-58; see also Garcia v. Truck Ins. Exch., 682 P.2d 1100, 1105 (Cal. 1984) ("In determining the meaning of a written contract allegedly made, in part, for the benefit of a third party, evidence of circumstances and negotiations of the parties in making the contract is both relevant and admissible."). It is a question of fact. Prouty, 18 Cal. Rptr. 3d at 184. "However, where . . . the issue can be answered by interpreting the contract as a whole and doing so in light of the uncontradicted evidence of the circumstances and negotiations of the parties in making the contract, the issue becomes one of law . . . ." Id.
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