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COURT CANNOT IMPOSE CONTRACT ON A PARTIES

Dictum

The relationship between the parties in this case is well-scripted, known and appreciated by them. The Court cannot write or rewrite any agreement for the parties. The parties to any transaction usually have their positions which they bring to their table of negotiation. When they are done with their negotiations, they now have their terms well-crafted to govern the transaction they enter into. The parties and no other are responsible for their terms of engagement. No Court has the power to script or foist on the parties terms which are strange to their agreement. Parties are bound by the terms of their contract.

— S.J. Adah, JCA. Luck Guard v. Adariku (2022) – CA/A/1061/2020

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THE ILLEGAL PART OF A CONTRACT CAN BE SEVERED FROM THE OTHER LEGAL PART

This is because it is a recognized principle of law that a contract will rarely be totally illegal or void: certain parts may be entirely lawful in themselves, while others are valid. Where the illegal or void parts can be “severed” from the rest of the contract on the well-known principles of severance such will be done and the rest of the contract enforced without the void part. It is permissible for courts to adopt this course where the objectionable part of the contract involves merely a void step or promise and is not fundamental, and it is possible to simply strike down the offending part without re-writing or remaking the contract for the parties and without altering the scope and intention of the agreement; and lastly, the contract, shorn of the offending parts, retains the characteristics of a valid contract. See on these Vol. 9 Hals. Laws of England (4th Edn.) p.297 in paragraph 430. See also Commercial Plastics Ltd. v. Vincent (1964) 3 All E.R. 546, C.A.

— Nnaemeka-Agu, JSC. Adesanya v Otuewu (1993) – SC.217/1989

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FAILURE TO PERFORM WITHIN TIME IS BREACH OF CONTRACT

Finally the law is that time is of essence where the parties have expressly made it so, or where circumstances show that it is intended to be of essence or where a definite time is fixed for execution of a mercantile and the contract even though time is not expressly made of the essence, thus failure to perform the contract within the limit will constitute a breach. Performance must be rendered within a reasonable in the absence of any specification as to time in the contract itself.

– Adekeye JSC. Nwaolisah v. Nwabufoh (2011)

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SUCCEEDING IN BREACH OF CONTRACT

In BEST NIGERIA LTD. v. BLACKWOOD HODGE NIGERIA LTD. (2011) LPELR-776(SC) (P.42, Paras.D-E) Per Adekeye, J.S.C. thus: “For a claimant to succeed in an action for breach of contract, he must establish not only that there was a breach but also that there was in existence an enforceable contract which was breached.”

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TO DETERMINE RIGHTS IN A CONTRACT, COURT MUST RESPECT CONTRACT MADE BY PARTIES

The position of the law is that in determining the rights and obligations of parties to a contract, the court must respect the sanctity of the contract made by them. They are bound by the terms thereof and the court will not allow any extraneous term to be read into it. See Adams O. Idufueko v Pfizer Products Limited & Anor. (2014) LPELR-22999 (SC).

— Adewemimo J. Afariogun v FUTA (2020) – NICN/AK/41/2017

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COURT SHOULD TREAT AS SACROSANCT TERMS OF AGREEMENT BY PARTIES

It must be reiterated here that the court must treat as sacrosanct the terms of an agreement freely entered into by the parties. This is because parties to a contract enjoy their freedom to contact on their own terms so long as same is lawful. The terms of a contract between parties are clothed with some degree of sanctity and if any question should arise with regard to the contract, the terms in any document which constitute the contract are invariably the guide to its interpretation when parties enter into a contract, they are bound by the terms of the contract as set out by them. It is not the business of the court to rewrite a contract for the parties. See Afrotech Services Nig Ltd. v. M.A. & Sons Ltd. (2002) 15 NWLR (pt. 692) 730 at 788.

— J.A. Fabiyi, JSC. BFI v. Bureau PE (2012) – SC.12/2008

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AWARD OF DAMAGES FOLLOWS BREACH OF CONTRACT

An award of damages usually follows a breach of contract so as to compensate the injured party for loss following naturally and within the contemplation of the parties. Damages is attached to a breach following an enforceable contract. Where there was no such contract an award of damages by any Court is not only a misconception but a contradiction in terms as such award is based on a wrong principle of law. This court has a duty not to allow such an award to stand.

— Adekeye, JSC. Best Ltd. v. Blackwood Hodge (2011) – SC

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