The well laid down position of the law is that Courts do not rewrite contact for the parties where the terms of the contract are clear. In the absence of fraud, duress and undue influence, misrepresentation, the parties are bound by their contract. It is only parties to a contract that can sue and be sued on it.
– Rhodes-Vivour JSC. Alade v. Alic (2010)
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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
This is because in law, an allegation of fraud requires that the particulars of fraud be set out to confer any modicum of seriousness on such an allegation of fraud to warrant further enquiry into it at trial. In other words, unless and until an allegation of fraud is, expressly, made and supported by its particulars, it is a non-starter as it is well settled that a mere or bare or banal allegation of fraud, no matter how grave, is of no moment if it is not supported by the relevant particulars as required by law, Nammagi v. Akote [2021] 3 NWLR (pt. 1762) 170. An allegation of fraud that is merely generic, vague and lacking in the specific and particulars is in law a non-starter and useless, PDP v. INEC and Ors (2012) LPELR 9724 (SC) Nishizawa Ltd v. Jethwani (1984) 12 SC 234; UBA and Anor v. Alhaji Babangida Jargaba [2007] 11 NWLR (pt. 1045) 247.
— C.C. Nweze, JSC. APC v. Sheriff (2023) – SC/CV/1689/2022
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.
— Adekeye, JSC. Best Ltd. v. Blackwood Hodge (2011) – SC
The position of the law is that where a statute declares a contract or transaction between parties not only void but also imposes a penalty for violation, that contract or transaction is illegal ab initio. However where the legal sanction is merely to prevent abuse or fraud and no penalty is imposed for the violation of the provision of the statute, the violation is merely voidable and not illegal. See Solanke v. Abed (supra); Oil-field Supply Centre Ltd. v. Johnson (1987) 2 N.W.L.R. (Pt. 58) 265 and Ibrahim v. Osim (1988) 3 N.W.L.R. (Pt. 82) 257 and Pan Bishbilder (Nigeria) Ltd. v. First Bank of Nigeria Ltd (2000) 1 N.W.L.R. (Pt. 642) 684 at 693 where Achike JSC (of blessed memory) clearly stated the position of the law:- “Permit me to digress generally on illegality. It is common ground that illegality and voidness of the loan contract between the parties is the main subject matter of controversy in this appeal. Definition of the term illegal contract has been elusive. The production of clarity of the classification of illegality appears to be almost confounded and rendered intractable primarily because – writers and the Judges have continued to use the terms ‘void’ and ‘illegal’ interchangeably. Halsbury’s Laws of England (3rd ed. vol. 8 p. 126 para. 218) states that – ‘A contract is illegal where the subject matter of the promise is illegal or where the consideration or any part of it is illegal.’ Without getting unduly enmeshed in the controversy regarding the definition or classification of that term, it will be enough to say that contracts which are prohibited by statute or at common law, coupled with provisions for sanction (such as fine or imprisonment) in the event of its contravention are said to be illegal. There is however the need to make a distinction between contracts that are merely declared void and those declared illegal. For instance, if the provisions of the law require certain formalities to be performed as conditions precedent for the validity of the transaction without however imposing any penalty for non-compliance, the result of failure to comply with the formalities merely renders the transaction void, but if a penalty is imposed, the transaction is not only void but illegal, unless the circumstances are such that the provisions of the statute stipulate otherwise. See Solanke v. Abed & Anor. (1962) N.R.N .L.R. 92, (1962) 1 S.C.N.L.R. 371 and P. Kasumu & Ors. v. Baba-Egbe 14 WACA 444.”
— Mohammed, JSC. Fasel v NPA (2009) – SC.88/2003
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
A contract may be defined as a legally binding agreement between two or more persons by which rights are acquired by one party in return for acts or forbearances on the part of the other. In effect a contract is a bilateral affair which needs the ad idem of the parties, therefore where the parties are not ad idem, the court will find as a matter of law that an agreement or contract was not duly made between the parties. Odutola v. Papersack (Nigeria) Limited (2006) 18 NWLR Pt. 1012 pg.470. Olowofoyeku v. A-G. Oyo State (1990) 2 NWLR Pt. 132 pg. 369 Oreint Bank (Nigeria) Plc. v. Bilante International Limited (1997) 8 NWLR Pt. 515 pg. 37 Societe General Bank (Nigeria) v. Safa Steel and Chemical Manufacturing Limited (1998) 5 NWLR Pt. 548 pg. 168.
— Adekeye, JSC. Best Ltd. v. Blackwood Hodge (2011) – SC
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