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WHEN TERMS OF CONTRACT ARE CLEAR, INTERPRETATION IS NEGLIGIBLE

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Dictum

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)

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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)

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PARTIES BOUND BY AGREEMENT

It is trite law that persons of full age and sound mind are bound by any agreement lawfully entered into by them. – Kutigi JSC. Okonkwo v. Cooperative Bank (2003)

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FOUR WAYS IN WHICH CONTRACT MAY BE DISCARDED

Now, it is settled that a valid contract may be discharged in any of the four ways namely: (a) by performance; or (b) by express agreement; or (c) by breach; or (d) by the doctrine of frustration. See Adedeji Vs Obajimi [2018] LPELR-33712(SC); Tsokwa Oil Marketing Company Vs B.O.N. Ltd [2002] 11 NWLR (Pt 777) 163.

— S.O. Adeniyi, J. Nwabueze v. ABU Zaria (2023) – NICN/KD/34/2021

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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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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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PARTY LIABLE OF A FUNDAMENTAL TERM WILL NOT BE GRANTED RELIEF IN EXCLUSION CLAUSES

It is settled from a number of decisions that a party in breach of a fundamental term of his contract with a third party will not be allowed to benefit from or resort to exclusion clauses: PINNOCK BROTHERS v. LEWIS & PEAT LTD (1956) 2 ALL E.R. 866; ADEL BOSHALLI v. ALLIED COMMERCIAL EXPORTERS LTD (1961) ALL NLR 917 at 922; OWNERS OF NV GONGOLA HOPE v. S.C. (NIG). LTD. The rationale for the principle is that a party who is guilty of breach of a fundamental term of contract could/should not benefit from his own wrong doing by resorting to exclusionary clauses in order to limit his liability. This is moreso, when a contract of carriage by air is brazenly breached and no explanation is offered, as in the instant case. In which case there is a total failure of consideration and the central purpose or essence of the contract has wholly disappeared.

– Ejembi Eko, J.S.C. Mekwunye v. Emirates (2018) – SC.488/2014

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