Privity of Contract

January 19, 2024


In the realm of contract law, the principle of “privity of contract” is a fundamental concept that governs the rights and obligations arising from a contract. In India, the privity of contract holds significant importance and forms the bedrock of contractual relationships, outlining who holds enforceable rights and liabilities arising from a contract.

What is Privity of Contract?

Privity of contract refers to the relationship that exists exclusively between the parties who have entered into a contract, conferring upon them the rights and obligations outlined within the agreement. In simpler terms, it signifies that only those who are parties to a contract can enforce its terms or be held liable for its obligations.

Privity of Contract under Indian Contract Law:

Under the Indian Contract Act, 1872, the doctrine of privity of contract is addressed explicitly. Section 2(h) of the Act defines a contract as an agreement enforceable by law. This implies that only parties who have entered into an agreement have the legal standing to enforce its terms.

Key Principles and Application:

Third-Party Rights:

In general, a contract cannot confer rights or impose obligations upon individuals who are not parties to the contract. This means that a third party who is not involved in the contract typically cannot sue or be sued under it.

Exceptions to the Rule:

Beneficiary Contracts: There are exceptions where a contract can confer benefits upon a third party. This is known as a beneficiary contract. Section 2(d) of the Indian Contract Act acknowledges this scenario, allowing a third party to enforce the terms of the contract if it was intended for their benefit. However, their consent is usually required unless the contract clearly specifies otherwise.

Agency Relationships: In cases where an agent enters into a contract on behalf of a principal, the rights and liabilities arising from the contract can be enforced between the principal and the other party. This implies that while the third party might not have been a signatory to the contract, they can hold the principal accountable based on the actions of their agent.

Doctrine of Privity in Specific Contracts:

Insurance Contracts: Under Indian law, certain exceptions exist, especially in insurance contracts, where the nominee or beneficiary is allowed to enforce the terms of the policy despite not being a direct party to the contract.

Novation and Assignment:

Novation involves substituting an existing contract with a new one, with the mutual consent of all parties involved. In such cases, the rights and obligations of the original contract are extinguished and replaced by the new agreement.

Assignment refers to the transfer of one party’s rights or liabilities under a contract to another, known as the assignee. However, the original parties’ consent is generally required for a valid assignment.

Challenges and Future Implications:

While the doctrine of privity of contract provides a framework for enforcing agreements, it also presents challenges, especially in scenarios where third-party interests are involved. The rigidity of this principle can at times impede justice, especially when it restricts the enforcement of rights conferred for the benefit of third parties.


The doctrine of privity of contract is a cornerstone of contract law in India. It establishes the boundaries within which contractual rights and obligations operate, emphasizing the importance of parties’ consent in enforcing the terms of an agreement. While its rigidity can pose limitations, various exceptions and legal doctrines have evolved to address situations where justice demands the recognition of third-party rights or interests.

In essence, while privity of contract forms the basis of contractual relationships, courts and legal practitioners often navigate around its confines to ensure fairness and justice in various contractual scenarios.

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