WHAT IS A FUNDAMENTAL TERM OF A CONTRACT

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

MEANING OF THE TERM ‘CONTRACT’

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

COURTS DO NOT MAKE CONTRACTS FOR PARTIES

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)

COURT OF LAW WILL NOT ENFORCE AN ILLEGAL CONTRACT OR ALLOW ITSELF TO BE USED AS AN INSTRUMENT OF FRAUD

As at 1981 when he commenced negotiation to purchase the land, he held no title, customary or statutory which he could validly pass to the respondent. Any agreement reached between the appellant and the respondent which enabled the latter to hold the legal estate in the land for the benefit of the appellant would be unenforceable since the appellant could not pass any title to the respondent. A Court should not enforce an illegal contract or allow itself to be made the instrument of enforcing obligations alleged to arise out of a contract or transaction which is illegal provided the illegality is brought to the notice of the Court and the person invoking the aid of the Court is himself implicated in the illegality. The illegality disclosed here is the attempt by the appellant to circumvent the provisions of the Land Use Act and this is against public policy and a contract may be against public policy either from the nature of the acts to be performed or from the nature of the consideration. Where a transaction is on the face of it, or from the facts adduced in evidence or the surrounding circumstances, apparently illegal, the Court must act to enforce and protect the law of the land. See: Sodipo v. Lemminkainen OY (1985) 2 NWLR (Pt. 8) 547.

— K.B. Aka’ahs, JSC. Huebner v Aeronautical Ind. Eng. (2017) – SC.198/2006

WHEN AGREEMENT IS MADE

An agreement is made where there exists an offer, acceptance, consideration, capacity to contract and intention to create legal relationship. – Niki Tobi JSC. Yaro v. Arewa CL (2007)