LEGAL PRINCIPLE: CONTRACT LAW – Privity – Person Not Party Cannot Be Held Liable

This is corollary to Principle 623—privity works both ways. Non-parties cannot benefit: Cannot sue on contract (Principle 623). Non-parties cannot be bound: Cannot be held liable under contract. “Trite law” means: fundamental, well-established, and universally recognized. The principle: Contract binds only parties—strangers: cannot be sued on contract, aren’t liable for breach, and don’t bear contract obligations. This serves: fairness (only those who agreed are bound), certainty (only parties have obligations), and protecting non-parties from unexpected liability. Why: Non-parties: didn’t agree to contract, didn’t accept obligations, provided no consideration, and never consented to be bound. Cannot impose liability on: those who didn’t contract, strangers to agreement, or persons who didn’t accept obligations. Application: If A and B contract, C cannot: be held liable for breach, be sued for contract performance, or be bound by contract terms—regardless of C’s relationship to A or B, benefit C might receive, or contract language purporting to bind C. Exception: C can voluntarily: assume obligations, novate into contract, or accept assignment with liabilities—but requires C’s consent. This protects: non-parties from unwanted obligations, freedom from contracts not made, and ensuring only consensual obligations bind. Courts cannot: enforce contracts against non-parties, impose liability on strangers, or bind those who didn’t contract. This fundamental principle ensures contract liability is consensual—only parties bound.