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)
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The attitude of the Courts to the issue of apparent or ex-facie illegality is certainly well settled. When a contract is ex-facie illegal, whether the alleged illegality has been pleaded or not, the Court would not close its eyes against illegality, as it is the duty of every Court to refuse to enforce such a transaction. In other words once illegality has been brought to the attention of the Court, it must be considered and resolved. See Gedge v. Royal Exchange Assurance Corporation (1900) 2 Q.B. 214 at 220; Akagbue and Ors. v. Romaine (1982) 5 S.C. 133; Nasr v. Berini (Betrut-riyad (Nigeria) Bank Ltd. (1968) 1 All N.L.R. 274 and Sodipo v. Lemminkainen (1986) 1 N.W.L.R. (Pt. 15) 220.
— Mohammed, JSC. Fasel v NPA (2009) – SC.88/2003
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)
It is noteworthy that a contract of sale of the nature is guided by the basic rules of contract. Where a contract is made subject to the fulfillment of certain specific terms and conditions the contract is not formed and not binding unless and until those terms and conditions are complied with or fulfilled. Tsokwa Oil Marketing Co. v. B. O. N. Limited (2002) 11 NWLR Pt.777 pg.163.
— Adekeye, JSC. Best Ltd. v. Blackwood Hodge (2011) – SC
Where an employee’s appointment is wrongfully terminated, his remedy lies in an action for damages, because the court cannot force an employer to keep an employee in his services if the employee’s services are no longer required. The normal measure of damages the employee would be entitled to, is what he would have earned over the period of notice required to lawfully terminate his employment. This is consistent with the contract between the parties which has stipulated the measure of damages. See: Onalaja v. African Petroleum Ltd. (1991) 7 NWLR (Pt. 206) 691 ; Taiwo v. Kingsway Stores Ltd. (1950) 19 NLR 122 and Union Bank of Nigeria Ltd. v. Ogboh (1995) 2 NWLR (Pt. 380) 647.
– Muhammad JCA. Osumah v. EBS (2004)
The nature of the plaintiffs/appellants’ claim, as averred in their amended Statement of Claim, which of course they failed to prove, was that there was a subsisting contract between the parties. Whether or not there is a semblance of a legally binding agreement between the parties, that is, a situation where the parties to the contract confer rights and impose liabilities on themselves, will largely depend on whether there exists a mutual assent between them. Where there is doubt on whether the parties have concluded a legally binding agreement, the court has the responsibility to analyse the circumstances surrounding the alleged agreement and determine whether the traditional notion of ‘offer’ and “acceptance” can be distilled from the purported agreement. The mutual assent must be outwardly manifested. The test of the existence of such mutuality is objective. See Norwich Union Fire Insurance Society v Price (1943) AC 455 at 463. When there is mutual assent, the parties are said to be ad idem. Now the two items, “offer” and “acceptance”, earlier referred to, call for some explanation in order to recognise whether or not the parties are ad idem. An ‘offer’ is an expression of readiness to contract on the terms specified by the offeror (i.e. the person making the offer) which if accepted by the offeree (i.e. the person to whom the offer is made) will give rise to a binding contract. In other words, it is by acceptance that the offer is converted into a contract.
— Achike, JSC. Sparkling Breweries v Union Bank (SC 113/1996, 13 July 2001)
Parties are bound by the terms of the agreement they have voluntarily entered into. The only function of the court is to interprete the agreement in enforceable terms without more.
[Kurubo v. Zach-Motison (Nig.) Ltd (1992) 5 NWLR (Pt. 239) 102; National Salt Co. (Nig.) Ltd v. Innis -Palnier (1992) 1 NWLR (Pt. 218) 422; Union Batik of Nigeria Ltd. v. Ozigi (1994) 3 NWLR (Pt. 333) 385; Shettiniari v. Nwokoye (1991) 9 NWLR (Pt. 213) 60]. – L.A. Ayanlere v. Federal Mortgage Bank of Nig. Ltd. (1998) – CA/K/186/96
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