Privity of contract
From Common law
Contract and obligations
What it means
The rule that only the parties to a contract can enforce it or be bound by it. A stranger to the contract, even one it was meant to benefit, cannot sue on it.
Why it travels badly
Civil-law systems allow a contract to give a right to a third person, and let that person claim it directly. The English rule was strict for a very long time, and was softened by statute rather than by the courts.
How other systems say it
privity of contract
Tweddle v Atkinson (1861) is the classic case. The Contracts (Rights of Third Parties) Act 1999 now lets a third party enforce a term that was meant to benefit them.
stipulation pour autrui (arts 1205 ff Code civil)
A party may stipulate a benefit for a third person, who can then demand it.
United States
third-party beneficiary
Most states allow an intended beneficiary to sue, and apply a test of whether the parties meant to benefit that person.
Tip for translators and students
'Privity' has no everyday meaning in other languages. Translate the rule, not the word: 'only the parties to a contract can enforce it'.
Related: Consideration, Obligation and Schuldrecht
Updated October 2026. Spotted a mistake? Tell us.
TheLawToKnow Tools’s glossary is an educational overview of the main differences between legal systems. It is not legal advice.
