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[1923] 2 K.B. 261 Page 21923 WL 18206 (CA), (1923) 14 Ll. L. Rep. 519, [1924] All E.R. Rep. 245(Cite as: [1923] 2 K.B. 261)Crompton & Brothers, Ld., to Rose & Frank inthese terms: "As arranged with your Mr. Frank wenow beg to confirm the arrangement made withhim in regard to the 7 lbs. substance 'R & Fcarbonizing paper,' namely that in the event of yourfinding this paper suitable for your purpose we willconfine the sale of it to you for the United Statesand Canada for the 12 months ending March 31,1906." In December, 1908, a further arrangementwas made between J. R. Crompton & Brothers, Ld.,and Rose & Frank concerning another descriptionof paper; and on December 24, 1908, J. R.Crompton & Brothers, Ld., wrote, "We discussed atsome length with Mr. Campbell" - who representedRose & Frank -"matters relating to carbon tissues, and havesince then given some further thought to the matter,and agree now to your suggestion to confine for thetime being our carbon tissues in America to you.By this we mean so long as this arrangement lastswe will open no new accounts in America forcarbon tissues, in addition to which we will, ingiving any quotation for such paper here, do ourbest to ascertain if the paper is or is not required forAmerica, and where we find it is will bear yourinterest in mind and, so far as we can do so, declineto quote."After these arrangements had been continuing forsome years Rose & Frank found that there was ademand for carbonizing tissues of a blue colour,upon which on November 9, 1911, a furtherarrangement was made by a letter from J. R.Crompton & Brothers, Ld., to Rose & Frankcontaining these words: "Please take the paragraphin our letter 'this particular kind of blue paper inquestion' to mean all blue carbonizing tissue whichwe now agree to make only for your firm, upon theunderstanding that all your orders for such paperare given to us, subject to 12 months' notice oneither side to terminate the agreement." The learnedjudge at the*264 trial held that these arrangementswere binding contracts, the effect of which was thatRose & Frank had the sole agency, not confined tothe United States and Canada, of the bluecarbonizing paper, subject to a twelve months'notice on either side, the sole agency of the 7 lbs.substance in the United States and Canada, subjectto a similar notice, and the sole agency of all othercarbonizing tissues in the United States only (withan exception in favour of one customer in Boston).During the continuance of these relations, whichwere renewed from time to time and resulted in aprofitable business to both parties, J. R. Crompton& Brothers, Ld., were in close commercialrelations with Brittains, Ld., who produced papertissues differing in quality from those of J. R.Crompton & Brothers, Ld., and a considerablequantity of the tissues supplied by J. R. Crompton& Brothers, Ld., to Rose & Frank, and to the Rose& Frank Company after its incorporation in March,1911, were in fact manufactured by Brittains, Ld.;but there were so far no direct dealings betweenBrittains, Ld., and Rose & Frank or the Rose &Frank Company.These relations continued until the end of 1912.Then the Rose & Frank Company, in order to givemore permanence and stability to their business,proposed that an agreement should be drawn upbetween themselves, J. R. Crompton & Brothers,Ld., and Brittains, Ld., whereby the last namedcompany should come into direct contractualrelations with the Rose & Frank Company for aperiod of three years and thereafter for a furtherperiod of three years unless notice to the contrarywere given by any of the parties to the others. Anagreement to this effect dated January 1, 1913, wasactually drafted but was never executed. [FN1]FN1 For a copy of this draft see note on p. 299,post.Instead of that agreement the following documentwas drawn up. It was signed by Brittains, Ld., onJuly 8, and by J. R. Crompton & Brothers, Ld., onJuly 11, and a counterpart thereof was signed bythe Rose & Frank Company on August 12, 1913. Itwas in these terms:-*265 "As the business in carbonizing tissueswhich is now being done between Messrs. Rose &Frank Co. of New York as purchasers and Messrs.J. R. Crompton & Brothers Ld. of Bury,Lancashire, and Messrs. Brittains Ld. Cheddleton,Staffordshire, as manufacturers, has attained to aconsiderable volume, and Messrs. Rose & FrankCo. are of opinion that in the interests of the tradersthey represent assured arrangements for the supplyof these papers should be made for someconsiderable period ahead, Messrs. J. R. Crompton& Brothers Ld. and Messrs. Brittains Ld. herebyexpress their willingness that the presentarrangements with Messrs. Rose & Frank Co. forthe sale of these papers, which are now for one yearonly, shall be continued on the same lines as atpresent for a period of three years, say until March31, 1916, with the understanding that if it is desiredby any of the three parties to alter or abrogate thisarrangement at the expiration of that period sixmonths' notice shall be given before that date. If nonotice be given by either party the arrangementshall be regarded as continuing for a second periodof three years subject to the same six months'notice for alteration or abrogation as in the firstCopr. © West 2004 No Claim to Orig. Govt. Works
[1923] 2 K.B. 261 Page 31923 WL 18206 (CA), (1923) 14 Ll. L. Rep. 519, [1924] All E.R. Rep. 245(Cite as: [1923] 2 K.B. 261)period of three years."The agreement between the three parties withrespect to the business in carbonizing tissues is asfollows, and any alteration or extension shall besubject to the mutual agreement of the threeparties:-"Messrs. J. R. Crompton & Brothers, Ld. with theconsent and concurrence of Messrs. Brittains Ld.agree to confine the sale of all tissues forcarbonizing exclusively to Messrs. Rose & FrankCo. as at present for the United States of Americawith the exception of:"(1.) The F. S. Webster Co. of Boston, Mass.(whose business shall be left undisturbed as atpresent) but should the F. S. Webster Co. duringthe currency of this agreement offer for sale thepaper they buy from Messrs. J. R. Crompton &Brothers Ld. in its unprepared state objection shallbe raised to it by Messrs. J. R. Crompton &Brothers Ld., their assumption being that all thepaper purchased*266 from them by the F. S.Webster Co. is used by them in making carbonpapers by their own plant; and"(2.) The Dominion of Canada, where bothMessrs. Rose & Frank Co. and Messrs. J. R.Crompton & Brothers Ld. shall be equally free tosell upon the arrangements at present existingbetween them,upon the understanding that the Rose& Frank Co. will, as far as possible confine theirpurchases of all grades of carbonizing tissues soreserved to them by Messrs. J. R. Crompton &Brothers Ld. and Messrs. Brittains Ld. exclusivelyto Messrs. Crompton and Messrs. Brittains and,whilst doing their best to increase the business stillfurther, undertake that the volume of business inthe present grades shall not fall in any year belowthat of the average of the last three years, viz. 1910,1911, and 1912, without such explanations as shallbe considered satisfactory by Messrs. J. R.Crompton & Brothers Ld. and Messrs. Brittains Ld.Messrs. J. R. Crompton & Brothers Ld. andMessrs. Brittains Ld., whose position is in theiropinion soundly assured, will subject to unforeseencircumstances and contingencies do their best, as inthe past, to respond efficiently and satisfactorily tothe calls of Messrs. Rose & Frank Co. fordeliveries both in quantity and quality, and it isfurther understood and agreed that any otherspecial and distinctive grades of paper forcarbonizing which shall be made at the suggestionof or introduced by the Rose & Frank Co. shallduring the currency of this agreement be confinedexclusively to them for the United States ofAmerica and Canada without any exceptionsotherwise than by common agreement between thethree parties. It is understood and agreed that thecheaper carbonizing papers which have alreadybeen the subject of discussion shall be covered bythe special and exclusive arrangement of thisclause, but that the value of these or any freshgrades that may be introduced shall not be includedin the average of the three years which applies onlyto the grades of paper supplied during the threeyears 1910, 1911, and 1912. The special R. & F.papers as hitherto*267 manufactured and suppliedby Messrs. J. R. Crompton & Brothers Ld. are alsoincluded in this special exclusive arrangement asheretofore, the volume of business in these papersbeing governed by the clause for the three yearsaverage as in the case of the other grades."It is further clearly understood that the bluecarbonizing tissues are absolutely and entirelyreserved to Messrs. Rose & Frank Co. without anyexceptions during the currency of this agreement."With the single exception of these bluecarbonizing tissues this agreement applies only tothe United States of America and Canada, and doesnot admit of these carbonizing papers being offeredor sold by Messrs. the Rose & Frank Co. in theirunprepared state outside the United States ofAmerica and Canada."This arrangement is not entered into, nor is thismemorandum written, as a formal or legalagreement, and shall not be subject to legaljurisdiction in the Law Courts either of the UnitedStates or England, but it is only a definiteexpression and record of the purpose and intentionof the three parties concerned to which they eachhonourably pledge themselves with the fullestconfidence, based on past business with each other,that it will be carried through by each of the threeparties with mutual loyalty and friendly cooperation."Prices. - Prices, (which on the present occasionare being advanced 10% after April 30, 1913, forthe rest of the current year by mutual consent onaccount of the increased cost of production) shall infuture be quoted for periods of six months' durationonly. Any alterations in price which themanufacturers require on account of increases ordecreases in cost of production shall take effect atthe end of March and at the end of September inany year, notice of any alteration to be given by theend of the previous February or Augustrespectively."The arrangement contained in this document wasextended to March 30, 1920. In May, 1919, thedefendants J. R. Crompton & Brothers, Ld., andBrittains, Ld., became*268 discontented with theway in which the plaintiffs, the Rose& FrankCompany, were conducting their business inCopr. © West 2004 No Claim to Orig. Govt. Works
Page 1: [1923] 2 K.B. 261 Page 11923 WL 182
Page 5 and 6: [1923] 2 K.B. 261 Page 51923 WL 182

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