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SETTING ASIDE A VOIDABLE CONTRACT IS NOT AUTOMATIC

Dictum

As I observed a moment ago, the setting aside of a voidable transaction cannot be automatic. If it were, there will then be no difference between a void transaction (whose setting aside is automatic) and a merely voidable transaction (whose setting aside depends on all the equities and surrounding circumstances).

– Oputa, JSC. Adejumo v. Ayantegbe (1989)

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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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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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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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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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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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CONSTITUTING A BINDING CONTRACT: OFFER, ACCEPTANCE, CONSENSUS AD IDEM

In law, to constitute a binding contract between parties, there must be a meeting of the mind often referred to as consensus ad idem. The mutual consent relates to offer and acceptance. While an offer is the expression by a party of readiness to contract on the terms specified by him by which if accepted by the offeree gives rise to a binding contract, the offer only matures into a contract where the offeree signifies a clear and unequivocal intention to accept the offer. An offer can be accepted in such a manner as may be implied, such as doing an act which the person expecting acceptance wants done. On the other hand, an invitation to treat is simply the first step in negotiations between the parties to a contract. It may or may not lead to a definite offer being made by one of the parties to the other in the negotiation. In law therefore, an invitation to treat is thus not an agreement or contract. See Meka BAB Manufacturing Co. Ltd v. ACB Ltd (2004) 2 NWLR (PT. 858) 521. See also Unitab Nigeria Ltd v. Engr. Oyelola and Anor (2005) All FWLR (Pt. 286) 824 @ pp. 829-830; Okugbule and Anor v. Oyegbola and Ors (1990) 4 NWLR (pt. 147) 723; See also Afolabi v. Polymera Industries Ltd (1967) 1 All NLR 144; Nneji v. Zakhem Construction Nig. Ltd (2006) 12 NWLR (Pt. 994) 297; BFI Group Corporation v. Bureau of Public Enterprises (2012) LPELR-9339 (SC).

— B.A. Georgewill JCA. Stanbic IBTC Bank Plc V. Longterm Global Capital Limited & Ors. (CA/L/427/2016, 9 Mar 2018)

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