Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Privity definition

What does Privity mean? Privity (privity of contract) describes, in practice, the rule that only the contracting parties acquire rights or assume obligations under a contract. A non‑party cannot enforce a contractual benefit and is not bound by the contract, unless a recognised exception applies. The doctrine is principally derived from case law. Its effect and exceptions are broadly consistent across the UK and Ireland, but key statutory modifications differ: - England & Wales and Northern Ireland: modified by Contracts (Rights of Third Parties) legislation (commonly referred to as the 1999 Act). A third party expressly identified by name, class or description may enforce a term...

Enforcing positive covenants against successors: limitations, statutory exceptions, estate rentcharges, indemnity chains and benefit and burden (England and Wales)

Published by a LexisNexis Property expert

Practice notes

A covenant operates as a type of contract. Under the doctrine of Privity, contractual rights and obligations attach only to the contracting parties, excluding third persons. Yet, with land-related covenants, property law can permit enforcement by, and sometimes against, individuals beyond the original parties. The applicable principles are:

in the majority of instances, the benefit of both restrictive and positive covenants passes to successors in title, as it ‘runs with the land’ at Common law and in equity
subject to specific conditions, the burden of a restrictive covenant runs with the land in equity alone (and so can be enforced against successors in title), whereas
the burden of a positive covenant does not run with the land (but see Statutory exceptions below)

This inability of positive covenant burdens to run with the land is widely viewed as a significant shortcoming in English property law. One cannot compel successors in title to comply with even simple positive duties (for example, maintaining a boundary or a shared roof). Accordingly, while benefits frequently travel with the estate at law and in equity, burdens pass to successors only for restrictive covenants in equity, not for positive covenants. This remains a well-known constraint in practice...

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Web page updated on 21/05/2026

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