RECITALS CANNOT CONTROL THE OPERATIVE PART OF AN INSTRUMENT
Kenuj Inv. Ltd. v. D.H. & S.S. Ltd. (2026) 10 NWLR (Pt. 2049) 1 at 33, F—H per Idris JSC: ‘The appellant argued that the powers of attorney were given for valuable consideration, relying on the recitals therein. Even if the recitals make reference to valuable consideration, as rightly canvassed by counsel to the respondents, it is settled law that recitals cannot override or control the operative part of an instrument. Where the operative provisions are clear and unambiguous, the court must give effect to them without recourse to the recitals. The operative portions of Exhibits PW1A and PW1B, as rightly found by the court below, unequivocally show that the appellant was to act on behalf of the donors and in the donors’ names. That is the clear intention of the parties as expressed in the documents. It is a fundamental principle of law that where the intention of the parties to a contract is clearly and expressly stated in a written document, the court cannot go outside that document to give effect to the intention of the parties. See U.B.N. Plc v. Ajabule & Anor(2011) LPELR-8239 (SC), (2011) 18 NWLR (Pt. 1278) 152; Anyaegbunam v. Osaka & Ors (2000) LPELR-508 (SC), (2000) 5 NWLR (Pt. 657) 386.’