Appeal allowed. The onus of demonstrating that a restraint is reasonable as between the interested parties is on the party alleging it to be so. The Court should be slow to strike down clauses freely negotiated between parties of equal bargaining power, recognising that parties are often the best judges of what is reasonable as between themselves.
Lord Haldane observed: ‘when the question is one of the validity of a commercial agreement for regulating their trade relations, entered into between two firms or companies, the law adopts a somewhat different attitude – it still looks carefully to the interest of the public, but it regards the parties as the best judges of what is reasonable as between themselves.’
Lord Haldane
[1914] AC 461
England and Wales
Citing:
Appeal from – North Western Salt Co Ltd v Electrolytic Alkali Co Ltd CA 1913
A restrictive agreement was challenged. Held (majority): the agreement was in restraint of trade, and so unenforceable, despite the defendants’ failure to plead this defence. Farwell LJ said: ‘In the present case, no circumstances in my opinion . .
Cited by:
Mentioned – Norris v United States of America and others HL 12-Mar-2008
The detainee appealed an order for extradition to the USA, saying that the offence (price-fixing) was not one known to English common law. The USA sought his extradition under the provisions of the Sherman Act.
Held: It was not, and it would . .
Lists of cited by and citing cases may be incomplete.
Contract
Leading Case
Updated: 10 November 2021; Ref: scu.270735