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CONTRACT - WRITTEN CONTRACT: Whether extrinsic evidence can be admissible to vary the terms of a written contract

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CONTRACT - WRITTEN CONTRACT: Whether extrinsic evidence can be admissible to vary the terms of a written contract.

"The general rule is that where parties have embodied the terms of their agreement in a written document, extrinsic evidence is not admitted to add, vary or subtract from or contradict the terms of the written instrument; UBN v. Ozigi (1994) 3 NWLR (333) 385; Koiki v. Magnusson (1999) 8 NWLR (Pt. 615) 492; Ogundepo v. Olumesan (2011) LPELR-1297(SC); Baliol (Nig) Ltd v. Navcon (Nig) Ltd (2010) 16 NWLR (PT.1220) 619, (2010) LPELR-717(SC); Silverbird Galleria Ltd v. Niyod Construction (Nig) Ltd (2015) LPELR-25847(CA). Parties are bound by the clear provisions of a contract they voluntarily entered into and the Court is bound to give effect to same; A.G. Ferrero Company Ltd. v. Henkel Chemicals Nigeria Ltd (2011) LPELR-12(SC). The Court would always respect the sanctity of the terms of the contract. The Supreme Court, per Fabiyi, JSC in BFI Group Corporation v. B P E (2012) LPELR-9339(SC) restated these established principles thus, pages 23-24 of the EReport:

"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 Afrotec Tech Services Nig Ltd. v. MIA & Sons Ltd. (2000) 15 NWLR (pt. 692) 730 at 788."

Where parties to an agreement decide to introduce new terms to their contract or agreement, they can only do so by specific reference to the earlier agreement to the effect that the later agreement has introduced new terms thereof, except such new terms could be inferred by their conduct; Yaro v. Arewa Construction Ltd & ors (2007) LPELR-3516(SC).
In the instant case, the contract between the parties was embodied in Exhibit B1, the investment agreement, which stated the terms governing the relationship between the parties. Any term not contained therein and for which there was no subsequent explicit agreement cannot be given effect to by the Court; JFS Investment Ltd v. Brawal Line Ltd & Ors (2010) LPELR- 1610(SC); Baba v. Nigerian Civil Aviation Training Centre (1991) 5 NWLR (Pt. 192) 388. Koiki v. Magnusson (supra).

Exhibit B2 was a letter written by the Respondent's General Manager in admission of a debt purporting to spring from the investment agreement, Exhibit B1. Exhibit B2, in effect purported to change or alter the terms of Exhibit B1 by introducing terms extraneous to it. However, the terms of the said investment agreement, Exhibit B1, cannot simply be changed or altered by a letter, Exhibit B2, which made no such intention clear."




CITATION: (2019) LPELR-46876(CA)