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A city settled a dispute with a neighborhood clinic by promising to help fund a public health wing. The city then contracted with a developer to build an apartment project. The development contract stated: "Developer shall pay Clinic $80,000 at closing in satisfaction of City's settlement obligation to Clinic." The clinic received a copy of the signed contract from the city and, relying on the payment clause, ordered nonrefundable medical equipment for the new wing.
Before closing, the city and developer signed an amendment deleting the clinic-payment clause and reducing the developer's purchase price by $80,000. The developer closed on the project but refused to pay the clinic. The developer argues that the clinic was not a party to the development contract and that the city and developer were free to amend their own agreement.
Analyze the clinic's rights against the developer, including intended-beneficiary status, vesting, the attempted amendment, and any contract defenses the developer may assert.