CASE BRIEF: DUNLOP V. SELFRIDGE

INTRODUCTION 

The United Kingdom’s House of Lords has made a decision regarding this case, which pertains to international law. The principle of privity of contract serves as the foundation for this. In common law, the principle of privity of contract emphasizes that if a contract exists, only the parties to that contract have the legal right to impose any obligation or bestow any right upon any other person who is a party to the said contract. This is because the parties to the contract are the only ones who have the authority to do so.

Consequently, this indicates that the only individuals who are able to file a lawsuit or commence any legal obligation in order to assert their rights or claim any damages that may occur are the parties to a contract. In accordance with the principles of contract law, this idea is founded on the interest theory, which states that the only parties able to safeguard their rights under a contract are those with a vested interest in the deal.

According to the Modern Law of Competition Act and the EU Competition Law, such an agreement would be considered anti-competitive and not legally binding. This understanding would be in accordance with both of these laws. The notion of privity of contract is a little bit different in India from that in English law. This is because, according to Indian law, any individual who may be a stranger to the consideration also has the right to sue a party to the contract. On the other hand, this concept is not applicable in English law. It is important to note that this principle of privity of contract does have one exception, which will be discussed in the latter portion of this circumstance. One further significant idea that is brought up in this scenario is that of consideration. 

FACTS

Dunlop was a tyre manufacturing company that agreed with their dealer to sell the tires at not less than a recommended retail price (RRP). Dunlop dealers were obliged to obtain the same undertaking from their retailers as part of the agreement. In this case, they were Selfridge. Their undertaking was that they would be liable to pay £5 per tyre to Dunlop as damages on account of sale of the tyres below the RRP. This was agreed between the dealer and Selfridges, which effectively made Dunlop a third party to that agreement. Sometime after this, Selfridge sold the tires below the agreed price, and Dunlop sued for damages and an injunction to prevent them from continuing this activity. At the initial trial, Dunlop made the decision. Selfridge appealed this, and the decision was reversed. Dunlop appealed.

ISSUE RAISED

1. One of the most important questions that needed to be answered was whether or whether Dunlop had the legal right to sue Selfridge for failing to comply with the RRP contract. 
2. Whether Dunlop could file a lawsuit against Selfridge despite the fact that the two of them do not have a contract. 

PLAINTIFF’S ARGUMENTS

The plaintiff, Dunlop Pneumatic Tyre Co Ltd, maintained that although they were not a direct party to the contract that was made between their distributor and Selfridge & Co Ltd, they nevertheless had the right to enforce the provisions of the contract against Selfridge. Dunlop argued that the agreement between their distributor and Selfridge had a term that forced Selfridge to adhere to a minimum resale price for the tires. This requirement was incorporated in the agreement. Due to the fact that Selfridge was selling the tires at a price lower than the minimum price that had been agreed upon, Dunlop asserted that this was a violation of the contractual conditions designed to be to their advantage.

Dunlop further contended that they were a third-party beneficiary of the contract, and they said that the clauses of the contract were intended to protect their business interests by ensuring that a minimum price level was maintained. Therefore, Dunlop attempted to hold Selfridge responsible for this claimed breach of contract by alleging that the contractual obligation extended beyond the parties directly involved in the contract and included those who would benefit from its enforcement. 

RESPONDENT’S ARGUMENTS

Selfridge & Company Ltd., the respondent, maintained that they were not obligated by the contractual obligations between Dunlop’s distributor and themselves since Dunlop was not a party to their contract. This was due to the fact that Dunlop was not a party to the contract. Due to the fact that only persons who are directly involved in a contract can be held liable for breaches, Selfridge argued that Dunlop was unable to enforce any contractual duties against them because of the law of privity of contract.

They highlighted that there was no direct contractual relationship between them and Dunlop, and as a result, there was no contractual obligation, obligation, or responsibility owing to Dunlop.

Furthermore, Selfridge maintained that the agreement they had with the distributor did not include any consideration flowing from Dunlop to them when they entered into the deal. Selfridge contended that Dunlop could not impose contractual requirements or responsibilities upon them without being a party to the contract and without supplying compensation. This is due to the fact that consideration is a crucial component of the enforceability of contracts. Because of this, Selfridge argued that Dunlop’s claim did not have any basis in law and that it ought to be rejected on the grounds that it was not valid. 

JUDGEMENT

In spite of the fact that Dunlop was successful in holding Selfridge accountable for disobeying the conditions of the contract, Selfridge was nonetheless held liable for the violation. It was determined that there was no contractual link between Dunlop and Selfridge. Hence, the appeal that Dunlop had filed in order to recover damages from Selfridge was rejected.

CONCLUSION

Dunlop came up with a condition that was entirely valid and justified, and it was presented to the audience. To ensure that a given price is maintained for their goods in the market, it is going to be up to them to make the decision. In addition, given the high demand for Dunlop Tires, it would not have been a problem for the resellers to adhere to the retail price they advised. Selfridge violated this agreement by selling the tires at a price that was lower than the RRP, despite the fact that they had agreed to this condition when they entered into the contract with Dew.

The court took into consideration the following ideas when it decided to reject the appeal that Dunlop had filed.-

1. The principle of privity of contract states that individuals who are parties to a contract are the only ones who have the authority to file a lawsuit against either of the other parties if any of the contract conditions are violated. Due to the fact that Dunlop was not a party to the agreement, the claim for liquidated damages cannot be entertained.
2. As another component necessary for a legally binding contract, the idea of consideration is also brought into play. There is no way that Dunlop and Selfridge could have entered into a contract because there was no consideration between them. As a result, Dunlop does not have the legal right to file a case against Selfridge for breach of contract because there was no consideration between them.
3. An entity that is not a party to the contract can only file a lawsuit for breach of the contract if the entity in question is acting in any way as an agent to either of the parties to the contract. This is the only circumstance in which the entity can file a lawsuit for breach of the contract mentioned above. If Dew were to be deemed an agent of Dunlop, then Dunlop, who is the Principal, would be able to commence the lawsuit by eliminating Dew, who is the Agent, from the equation. This would result in the formation of a direct contract between Dunlop, who is the Principal, and Selfridge, who is the third party. Nevertheless, this was not the situation that occurred in the present instance.
4. As a consequence of this, the court came to the conclusion that Dew should be considered the Principal and the owner of the tires. This is due to the fact that Dunlop has sold their tires to Dew, who is the driver. In addition, the contract mentioned above was executed between Dew and Selfridge, and Dunlop had no input into the matter.