Breach of contract arises in a situation wherein a party to an agreement, fails to perform his own obligations, thereby causing damages to the other party or parties to the agreement, who have taken certain steps on the basis of the agreement. In order to prove breach of contract, the party asserting must clearly show what actions or omissions the defaulting party is guilty of that constitutes the breach.
– Tukur JCA. Odulate v. FBN (2019)
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Where parties enter into an agreement and subsequently decide to introduce new terms, they can only do so by specific reference to the earlier agreement to the effect that the later agreement has introduced new terms thereof.
– Niki Tobi JSC. Yaro v. Arewa CL (2007)
No court ever makes a contract for any party or group once the plaintiffs and their followers have agreed to be bound by the constitution of the Movement exhibit 1, they must be prepared to act within its provisions and cannot expect any help from the court to act ultra vires the provisions of what they have agreed to be bound sic. This is precisely the position of the court in this case. The plaintiffs and their followers agreed to give overall control to the executive committee as the government of the Movement as well as power to amend the said constitution … Whilst the court concedes to any body or group be it domestic or otherwise the right to have access to the court for the redress of any wrong no remedy will be available to an applicant where the act complained of is in accordance with the agreement between the body or group.
– Obaseki, JSC. Shodeinde v. Ahmadiyya (1983) – SC.64/1982
In the case of Chief Olowofoyeku v. The Attorney-General of Oyo State (1990) 2 NWLR (Pt. 132) 369, cited by learned Senior Advocate for the appellants, the Court of Appeal correctly held that where an agreement is intended to be made by several persons jointly, if any of those persons failed to enter into the agreement, there is no contract, and liability is incurred by such of them as have entered into the agreement.
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
It is settled from a number of decisions that a party in breach of a fundamental term of his contract with a third party will not be allowed to benefit from or resort to exclusion clauses: PINNOCK BROTHERS v. LEWIS & PEAT LTD (1956) 2 ALL E.R. 866; ADEL BOSHALLI v. ALLIED COMMERCIAL EXPORTERS LTD (1961) ALL NLR 917 at 922; OWNERS OF NV GONGOLA HOPE v. S.C. (NIG). LTD. The rationale for the principle is that a party who is guilty of breach of a fundamental term of contract could/should not benefit from his own wrong doing by resorting to exclusionary clauses in order to limit his liability. This is moreso, when a contract of carriage by air is brazenly breached and no explanation is offered, as in the instant case. In which case there is a total failure of consideration and the central purpose or essence of the contract has wholly disappeared.
– Ejembi Eko, J.S.C. Mekwunye v. Emirates (2018) – SC.488/2014
As at 1981 when he commenced negotiation to purchase the land, he held no title, customary or statutory which he could validly pass to the respondent. Any agreement reached between the appellant and the respondent which enabled the latter to hold the legal estate in the land for the benefit of the appellant would be unenforceable since the appellant could not pass any title to the respondent. A Court should not enforce an illegal contract or allow itself to be made the instrument of enforcing obligations alleged to arise out of a contract or transaction which is illegal provided the illegality is brought to the notice of the Court and the person invoking the aid of the Court is himself implicated in the illegality. The illegality disclosed here is the attempt by the appellant to circumvent the provisions of the Land Use Act and this is against public policy and a contract may be against public policy either from the nature of the acts to be performed or from the nature of the consideration. Where a transaction is on the face of it, or from the facts adduced in evidence or the surrounding circumstances, apparently illegal, the Court must act to enforce and protect the law of the land. See: Sodipo v. Lemminkainen OY (1985) 2 NWLR (Pt. 8) 547.
— K.B. Aka’ahs, JSC. Huebner v Aeronautical Ind. Eng. (2017) – SC.198/2006
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