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
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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)
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)
In the construction of a contract, the meaning to be placed on it is that which is the plain, clear and obvious result of the terms used. A contract or document is to be construed in its ordinary meaning, When the language of a contract is not only plain but admits of one meaning, the task of interpretation is negligible. See: Union Bank of Nig. Ltd & Anr Vs Nwaokolo (1995) 6 NWLR (Pt. 400) 127: Aouad & Anor Vs Kessrawani (1956) 1 FSC 35: Nwanowu Vs Nzekwu & Anor (19571 3 FSC 36: Orient Bank (Nig) Plc Vs Bilante Int. Ltd (19971 8 NWLR (Pt. 515) 37 @ 78 B-D.
— K.M.O. Kekere-Ekun JSC. B.O. Lewis v. United Bank for Africa Plc. (SC.143/2006, 14 January 2016)
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)
585. It was a complete imbalance in the contributions of the parties that enabled the GSPA to be in the form it was. Many reading this judgment will recognise that, although in the present case bribery and corruption were behind that imbalance, it happens in other cases without bribery and corruption but simply where experience, expertise or resources are grossly unequal. This underlines the importance of professional standards and ethics in the work of contract drafting, including in the approach to other parties to the proposed contract. It is why some contributions of pro bono work by leading law firms to support some states challenged for resources (this is not to say, one way or the other, that Nigeria is one of those) is so valuable, in the interests of their, often vulnerable, people. In the present case there were other contracts too, with different counterparties. Their terms and circumstances are not identical, but the overall risk could have been a multiple of the US$11 billion now involved in the present case.
— R. Knowles CBE. FRN v. Process & Industrial Developments Limited [2023] EWHC 2638 (Comm)
It is not the function of the court to make contracts between the parties. The courts duty is to construe the surrounding circumstances including written or oral statements so as attest the intention of the parties. Where the correspondence exchanged between the parties are read together, it can be assumed that the parties have come to an agreement.
– Adekeye JSC. Nwaolisah v. Nwabufoh (2011)
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