Rose and Frank Co -v- J R Crompton & Bros Ltd; CA 1923

References: [1923] 2 KB 261, [1924] All ER Rep 245
Coram: Scrutton LJ
The court considered whether a contract had been brought into existence.
Held: Scrutton LJ said: ‘Now it is quite possible for parties to come to an agreement by accepting a proposal with the result that the agreement does not give rise to legal relations. The reason for this is that the parties do not intend that their agreement shall give rise to legal relations. This intention may be implied from the subject matter of the agreement, but it may also be expressed by the parties. In social and family relations such an intention is readily implied, while in business matters the opposite result would ordinarily follow.’
Atkin LJ said: ‘To create a contract there must be a comon intention of the parties to enter into legal obligations, mutually communicated expressly or impliedly. Such an intention ordinarily will be inferred when parties enter into an agreement which in other respects conforms to the rules of law as to the formation of contracts. It may be negatived impliedly by te nature of the agreed promise or promises, as in the case of offer and acceptance of hospitality, or some agreements made in the course of family life between members of a family.’
This case is cited by:

  • Cited – Edwards -v- Skyways Ltd CA ([1964] 1 All ER 494, [1964] 1 WLR 349)
    The plaintiff sought to recover an ex-gratia payment. The court was asked whether a contract had been made between the parties.
    Held: ‘In the present case, the subject matter of the agreement is business relations’ not social or domestic . .
  • Cited – Esso Petroleum Limited -v- Commissioners of Customs and Excise HL ([1976] 3 All ER 117, Bailii, [1975] UKHL 4, [1976] 1 WLR 1)
    The company set up a scheme to promote their petrol sales. They distributed coins showing the heads of members of the English football team for the 1970 World Cup. One coin was given with each for gallons of petrol. The Commissioners said that the . .
  • Appeal from – Rose & Frank & Co -v- JR Crompton & Bros Ltd HL (Bailii, [1924] UKHL 2, [1925] AC 445)
    For a contract to come into existence there has to be not only an intention to create legal relations but an agreement as to the terms of the contract. In a commercial contect there is a presumption of an intention to create legal relations. . .

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