This section contains the nature of the case and procedural background.

Scott's husband entered into an agreement with other shareholders of Flame (D) that their surviving spouses would receive monthly salary payments for 15 years or until the surviving spouse died. The principals subsequently rescinded that agreement. Scott's husband died and her guardian, Detroit Bank (P), sued to recover the stipend. P argued that no modification or rescission could occur without the consent of the wife as a third-party beneficiary. D claimed that Scott had not changed her position in reliance on that contract. D contended that the contract did not preclude modification, and Scott had not changed her position in reliance on it.

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