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COURTS DO NOT MAKE CONTRACTS FOR PARTIES

Dictum

It is fundamental that the courts will neither make a contract for the parties nor inquire into the adequacy of a consideration. – Nnaemeka-Agu, JSC. Petroleum v. Owodunni (1991)

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PARTIES BOUND BY AGREEMENT

It is trite law that persons of full age and sound mind are bound by any agreement lawfully entered into by them. – Kutigi JSC. Okonkwo v. Cooperative Bank (2003)

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COURT CANNOT IMPOSE CONTRACT ON A PARTIES

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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WRONGFULLY TERMINATED CONTRACT

Where an employee’s appointment is wrongfully terminated, his remedy lies in an action for damages, because the court cannot force an employer to keep an employee in his services if the employee’s services are no longer required. The normal measure of damages the employee would be entitled to, is what he would have earned over the period of notice required to lawfully terminate his employment. This is consistent with the contract between the parties which has stipulated the measure of damages. See: Onalaja v. African Petroleum Ltd. (1991) 7 NWLR (Pt. 206) 691 ; Taiwo v. Kingsway Stores Ltd. (1950) 19 NLR 122 and Union Bank of Nigeria Ltd. v. Ogboh (1995) 2 NWLR (Pt. 380) 647.

– Muhammad JCA. Osumah v. EBS (2004)

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SEVERAL PERSONS – ONLY THOSE WHO ENTER CONTRACT ARE LIABLE

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.

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A DIVISIBLE CONTRACT

A divisible contract is separable into parts, so that separate parts of the agreed consideration may be assigned to severable parts of the performance. Such divisible agreements admit of pro rata payments for each portion that was performed, and is independent of performance of other parts of the contract.

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

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REPUDIATION OF CONTRACT CANNOT BE DONE BY ONE PARTY ALONE

Contracts are made by parties and the Court interprets same. Repudiation of contract cannot be done by one party, see ADENIYI VS GOVERNING COUNCIL OF YABA TECH (1993) LPELR-128(SC) held thus; “But repudiation by one party standing alone does not terminate the contract. It takes two to end it, by repudiation on the one side, and acceptance of the repudiation on the other.”

— Nimpar, JCA. Ekpo v GTB (2018) – CA/C/324/2013

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