TOPIC: Restraint Of Legal

Proceedings(Section 28 0f Indian Contract

Act)

Case: Rose$Frank Co.V J.R.Crompton&Bros

Ltd,(1923) 2 KB 261(CA)

INTRODUCTION
This leading English case law deals with
(i)"Commercial Agreements", which is a legal
contract between both the parties, related to
commercial outputs, either in writing or in verbal or
that can be implicit in a formal or informal letter.
(ii)"Enforcement Of Promises", generally promises
are enforceable by law, but not all the promises will
legally bind the parties to the contract.
FACTS
Crompton&Bros Co. was a paper-based product
manufacturer company in England having
Rose&Frank Co., the American agent as a
distributor. In 1913, the system was changed and
another manufacturer named" Brittains Ltd.", started
supplying the carbonized tissue paper to
Rose&Frank Co., they agreed and entered into an
agreement for the supply of carbonized tissue paper.
The agreement contained an honorable pledge clause
stating that it is not a legal or formal agreement
between the parties and carried with loyalty and
amiable relation between the parties.
Subsequently, Crompton&Bros Co.abort the
contract with Rose&Frank Co. claiming that the
agreement was not legally bound. For this, R&F
Co.sued them.
Issues Raised
1. Whether a clause stated in a contract makes that
contract legally binding?
2. Is there an enforceable contract between both
parties?
LEGAL PRINCIPLE MENTIONED
Intent to create a legal relationship:
It is the main element of any contract. The parties
must have the same intention(same meeting of the
mind) while entering into a contract, an absence of
the result into that the party cannot sue each other. A
Contract is enforceable only when it is legally
bounded
CONTENTIONS BY BOTH THE
PARTIES
The plaintiff considered an agreement as a binding
contract and then, claimed the damages for the
breach of the contract from the other party.
The defendant claimed that the agreement was not a
legally binding contract as it is already stated.
JUDGEMENTS
Justice Bailhache mentioned that there’s a legally
binding contract between both the parties,
irrespective of the mentioned pledge clause.
Rose&Frank Co.successfully lead the case.
But later on, J.R.Crompton&Bros Co. appealed, and
Justice Atkin, Justice Bankes, and Justice Scrutton
said that the agreement was not legally binding
parties and the appellant was not intended to enter
into a legal relationship with the other party
according to the clause stated. As in the case of
BALFOUR V BALFOUR, it is stated that there must
be a common intention or meeting of mind which is
mutually communicated, either expressly or
impliedly between the parties, to create a contract.
Lord Atkin added that this clause cannot be rejected
based on hatred. If parties don't want to be legally
bound, they stay unbound, and when parties are
legally bound they create a legal interest and the
contract then is enforceable by law.
CONCLUSION
It is concluded that there must be a meeting of minds
of both the parties while entering into a contract, to
make any contract enforceable by law.