Rose and Frank Company v Crompton (J. R) and Brothers
| Jurisdiction | England & Wales |
| Judge | Lord Buckmaster,Lord Atkinson,Lord Phillimore,. |
| Judgment Date | 05 December 1924 |
| Judgment citation (vLex) | [1924] UKHL J1205-1 |
| Date | 05 December 1924 |
| Court | House of Lords |
[1924] UKHL J1205-1
House of Lords
Lord Buckmaster.
Lord Atkinson.
Lord Phillimore.
After hearing Counsel, as well on Monday the 23d, as on Tuesday the 24th and Thursday the 26th, days of June last, upon the Petition and Appeal of Rose and Frank Company, of 152, West 22nd Street, New York, United States of America, praying, That the matter of the Order set forth in the Schedule thereto, namely, an Order of His Majesty's Court of Appeal, of the 23d of March 1923, might be reviewed before His Majesty the King in His Court of Parliament, and that the said Order might be reversed, varied, or altered, or that the Petitioners might have such other relief in the premises as to His Majesty the King in His Court of Parliament might seem meet; as also upon the Petition and Cross Appeal of J. R. Crompton and Brothers, Limited, of Bury in the County of Lancashire, praying, That the matter of the Order set forth in the Schedule thereto, namely, the said Order of His Majesty's Court of Appeal, of the 23d of March 1923, so far as therein stated to be appealed against, might be reviewed before His Majesty the King in His Court of Parliament, and that the said Order, so far as aforesaid, might be reversed, varied, or altered, and that the Petitioners might have the relief prayed for in the Cross Appeal or such other relief in the premises as to His Majesty the King in His Court of Parliament might seem meet; as also upon the printed Case of J. R. Crompton and Brothers, Limited and Brittains, Limited, and also upon the printed Case of Rose and Frank Company, lodged in the said Original and Cross Appeals; and due consideration had this day of what was offered on either side in these Appeals:
It is Ordered and Adjudged, by the Lords Spiritual and Temporal in the Court of Parliament of His Majesty the King assembled, That the said Order of His Majesty's Court of Appeal, of the 23d day of March 1923, complained of in the said Appeal, be, and the same is hereby, Reversed, and that the Judgment of the Honourable Mr. Justice Bailhache, of the 10th day of November 1922, thereby varied, be, and the same is hereby, Restored, except so far as it declares that the agreement of July 1913 is a legally binding agreement and except so far as it directs that the Plaintiffs should have the Costs of the hearing before him as against the Defendants, Brittains, Limited: And it is further Ordered, That the Respondents in the Original Appeal, J. R. Crompton and Brothers, Limited, do pay, or cause to be paid, to the said Appellants in the Original Appeal, the Costs incurred by them in the Court of Appeal: And it is further Ordered, That each party do bear and pay their own Costs respectively in respect of the Original Appeal to this House: And it is further Ordered, That the Cross Appeal be, and the same is hereby, Allowed: And it is further Ordered, That the Respondents in the Cross Appeal do pay, or cause to be paid, to the Appellants in the Cross Appeal the Costs of the said Cross Appeal to this House, the amount of such Costs to be certified by the Clerk of the Parliaments: And it is also further Ordered, That the Cause be, and the same is hereby, remitted back to the King's Bench Division of the High Court of Justice, to do therein as shall be just and consistent with this Judgment.
My Lords,
I had prepared an independent opinion in this case, but I have had an opportunity of reading the judgment which will shortly be read by my noble and learned friend Lord Phillimore with which I agree, and I think there is no need for any further independent judgment on my part; and my noble and learned friends Lord Birkenhead and Lord Sumner also desire that I should express their agreement in the judgment about to be read.
My Lords,
I also have had an opportunity of reading the judgment prepared by my noble and learned friend and I concur with it.
My Lords,
At the conclusion of the arguments in this case, none of your Lordships had, I think, any doubt what our judgment ought to be, but as there were several points to be dealt with, your Lordships took time to consider how best to express your decision upon them. We are all still, I believe, of the same mind, and there is no reason for further delay.
The appellants, Rose and Frank Company, carry on business in the United States as dealers in carbonising tissue paper which they have been in the habit of buying from England, then treating in some manner and selling in the perfected state.
Their relations with the respondents James R. Crompton and Brothers, Limited, began as early as 1905; and there were three arrangements, which for the purposes of this Appeal we may assume to have been binding contracts, under which Rose and Frank Company were to be entitled to have the exclusive or nearly exclusive right of selling Crompton and Brothers' carbonising tissues in America, subject to 12 months' notice—a notice which was never given.
In 1913, circumstances led to the relations between the parties being reconsidered; and it was then for the first, time brought to the notice of Rose and Frank Company that the respondents Brittains, Limited, had been interested with Cromptons in supplying the carbonising tissue; and thereupon the three parties entered into the arrangement which had given rise to the present litigation. It is dated the 8th July 1913, and in the earlier part of it appears to be a binding agreement under which the English companies agree to confine the sale of all their carbonising tissue in the U.S. and Canada—subject to certain defined exceptions—and Rose and Frank Company agree to confine their purchases of the same stuff exclusively to the two English companies and to do their best to increase their trade. The arrangement was to last for three years subject to six months' notice. The other supplementary provisions need not be stated; but towards the end of the document appears this remarkable clause:
"This arrangement is not entered into, nor is this memorandum written, as a formal or legal agreement and shall not be subject to legal jurisdiction in the Law Courts either of the United States or England, but it is only a definite expression and record of the purpose and intention of the three parties concerned, to which they each honourably pledge themselves with the fullest confidence—based on past business with each other— that it will be carried...
To continue reading
Request your trial
-
Onassis and Calogeropoulos v Vergottis (Artemision II., Christina.)
...... would be entitled to receive 25 bearer shares in a company called Overseas Bulkcarriers Corporation. In the ......
-
Carillion Construction Ltd v Zelf Hussain and Robert Jonathan Hunt (the Joint Liquidators of Simon Carves Ltd) and Another
...... In the Matter of Simon Carves Limited (company number 04169897) . And In the Matter of the Insolvency Act ... 31 Mr Millett referred me to Rose and Frank Co v J R Crompton and Bros [1923] KB 261 at ......
-
Orion Insurance Company Plc v Sphere Drake Insurance Plc
...make an agreement which is not legally binding is that it obviates the need for lawyers. As Scrutton L.J. said in Rose and Frank Company v. J. R. Crompton & Brothers Limited [1923] 2 K.B. 261 at 288: "In social and family relations such an intention is readily implied, while in business mat......
-
Ms R Moon v Lancashire and South Cumbria NHS Foundation Trust: 2414248/2021
...was (whether expressly or impliedly) a negation of any such intention: Chitty para 4-214 and Rose & Frank Co v JR Crompton & Bros Ltd [1925] AC 445. 120. The Nature of the Function: As noted in Gilham an officer-holder does not necessary hold office pursuant to a contract: see McMillan v Gu......
-
Intention to Create Legal Relations
...pilots who accept redundancy — presumption applies — onus on employer to displace it is “heavy”). 10 [1923] 2 KB 261 (KB and CA), aff’d [1925] AC 445 (HL) [ Rose and Frank Company ]. Intention to Create Legal Relations 121 the parties had entered into a series of binding arrangements concer......
-
LEADING THE WAY FOR THE RECOGNITION AND ENFORCEMENT OF INTERNATIONAL MEDIATED SETTLEMENT AGREEMENTS
...571. 154 Gay Choon Ing v Loh Sze Ti Terence Peter [2009] 2 SLR(R) 332 at [72], citing Rose and Frank Co v J R Crompton and Brothers, Ltd [1925] AC 445. 155 Consider Oei Hong Leong v Chew Hua Seng [2020] SGHC 39. 156 Tan Tien Choy v Kiaw Aik Hang Co Ltd [1965–1967] SLR(R) 16 at [16]. 157 See......
-
ENVISIONING THE JUDICIAL ABOLITION OF THE DOCTRINE OF CONSIDERATION IN SINGAPORE
...parties have committed in writing that the agreement will not have contractual effect (see Rose and Frank Co v JR Crompton and Bros Ltd [1925] AC 445); or if there is a “subject to contract” clause (see Paul Davies, “Anticipated contracts: room for agreement” (2010) 69(3) CLJ 467 at 473). 2......
-
Consent to Retaliation: A Civil Recourse Theory of Contractual Liability
...but a court may refuse to enforce it as unconscionable under the rule stated in § 208.”). See Rose & Frank Co. v. J.R. Crompton & Bros., [1925] A.C. 445 (H.L.) (appeal taken from Eng.) (holding that courts should honor an agreement expressly disclaiming a right to recourse to damages in the......