Rose - Thomson Reuters

[1923] 2 K.B. 261 Page 41923 WL 18206 (CA), (1923) 14 Ll. L. Rep. 519, [1924] All E.R. Rep. 245(Cite as: [1923] 2 K.B. 261)America. In the defendants' view the plaintiffs weredemanding prices for their goods whichencouraged competition and was injuring thebusiness of the defendants. They sent a telegraminviting a representative of the plaintiffs to comeover to England, but the invitation was notaccepted. On May 7, 1919, the defendantsdefinitely determined the arrangement between theparties.The plaintiffs then brought this action. The writwas issued on November 19, 1919.The statement of claim contained twenty-oneparagraphs. Of these paras. 1 to 9 related to thearrangements between Messrs. Rose & Frank, theplaintiffs, and the defendants J. R. Crompton &Brothers, Ld., before July, 1913; the document ofJuly, 1913, and the agreement to continue relationsunder that document till March 30, 1920. It alsoalleged (para. 12) that in the autumn of 1918 andduring 1919 the defendants in breach of the allegedagreement of July, 1913, supplied persons otherthan the plaintiffs in America with carbonizingtissues and in Canada with special and distinctivegrades of paper for carbonizing suggested orintroduced by the plaintiffs and with bluecarbonizing tissues and supplied the tissues atprices lower than those at which they had been orwere supplying the plaintiffs: (para. 13) that bycables on May 5 and 9, and by letter of May 10,1919, the defendants refused to make any furtherdeliveries to the plaintiffs and wrongfullyrepudiated the alleged agreement of July, 1913;(para. 14) that between March 31, 1919, and March30, 1920, the plaintiffs would have required 200cases of paper from the defendants J. R. Crompton& Brothers, Ld., and 800 cases from the defendantsBrittains, Ld., and that their estimated loss on thenon-delivery of these goods was 10,146l. on the200 cases and 112,977l. on the 800 cases. Theyalso claimed (para. 15) 2867l. for depreciation ofunsold stock owing to the defendants havingsupplied other firms at prices lower than thosecharged to the plaintiffs.*269 By para. 16 the plaintiffs pleaded that if thealleged agreement of July, 1913, was not valid, theearlier agreements not having been terminated bytwelve months' notice were still in force, and thatthe defendants J. R. Crompton & Brothers, Ld., hadbroken and repudiated those agreements and that inaddition to depreciation of unsold stock theplaintiffs would suffer damage through beingunable to deliver tissues sold by them to customers;that their estimated requirements for twelve monthsfrom May, 1919, were 700 cases, and theirestimated loss thereon 86,186l.Para. 17 contained a claim for 244l. 3s. 2d. forgoods delivered in 1918 not in accordance withwarranty. The defendants did not contest this claim.Para. 18 stated that by thirty-two orders inwriting, the numbers of which were specified, theplaintiffs ordered from the defendants a number ofcases of tissues for delivery at various dates set outin the orders at prices which the defendants werethen charging the plaintiffs for the said tissues or atfair and reasonable prices; that the said orders werecontained in letters from the plaintiffs datedJanuary 23 and 24, February 7, and March 11,1919, and were accepted by the defendants byletters dated February 21 and 25, and March 29,1919.Para. 19 stated that the defendants made partdeliveries in respect of four of the thirty-twoorders, but in breach of the terms of the said salesfailed to deliver the balance of those four ordersand in respect of the remaining orders made nodeliveries at all.The defence contained the following paragraphs:-"18. The whole of the arrangements made by theletters and documents referred to in paragraphs 3,4, 6, 7, 8, 9 and 18 of the statement of claim werearrangements made without consideration and wereexpressly or impliedly intended to be of no legallybinding effect save in so far as the actual deliveryof tissues by the defendants would raise a legalobligation on the plaintiffs to pay a reasonableprice therefor and were expressly or impliedlymade by the plaintiffs in the interest of the tradersin America and Canada whom theyrepresented*270 and there were express or impliedterms thereof that the plaintiffs would act in theinterests of the defendants as much as in their owninterests and would charge reasonable prices tosuch traders and would do nothing calculated tojeopardize the sale of such tissues or by chargingunduly high prices or otherwise to encourage thecompetition of rival manufacturers or dealers butwould honourably and loyally co-operate with thedefendants in developing the market for suchtissues which terms the plaintiffs failed to observeas is hereinafter set out. ...."19. Alternatively if the defendants J. R.Crompton & Brothers Ld. made any of theagreements alleged in paragraphs 3, 4, 6 and 7 ofthe statement of claim all such agreements weredetermined by mutual consent by virtue of or at thedate of the signing of the document referred to inparagraph 8 of the statement of claim" - i.e. thedocument of July, 1913.Copr. © West 2004 No Claim to Orig. Govt. Works