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

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Admin General
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"The law is settled that where parties have embodied the terms of their contract in a written document, extrinsic evidence is not allowed to add to, vary, subtract from or contradict the terms of the written instrument. Again, where there is any disagreement between the parties to a written agreement on any point, the authoritative or legal source of information for the purpose of resolving the disagreement or dispute is the written contract executed between the parties. See Christaben Groups Ltd v Oni (2008) 11 NWLR (Pt. 1097) 84, 111 or (2008) LPELR - 5157, Union Bank (Nig) Ltd v Ozigi (1994) 3 NWLR Pt. 333) 385, Agbareh v Mimra (2008) All FWLR (Pt. 409) 559 and BFI Group Corporation v BPE (2012) 18 NWLR (Pt. 1332) 209.

The reason is that a Court of law must always respect the sanctity of agreements reached by parties and therefore cannot make a contract for them or re-write the one already made.

In Union Bank of Nigeria. Plc v Nwaokolo (1995) 6 NWLR (Pt. 400) 127, 142, referred to by the learned trial Judge in His Lordship's judgment, Onu, JSC, re - stated the law as follows:

"...it is settled that in construing a document, reference can not be made to previous negotiations, nor can the words of the written agreement be affected by the conduct of the parties before or
after execution of the agreement. Indeed, it is an established canon of interpretation that the instrument must be construed as at the time of its execution and nothing more..."

So also in Ogundepo v Olumesan (2011) LPELR - 1297 (SC) 17, Fabiyi, JSC, opined thus:
"I need to still point out at this stage that it is not the business of a Court to re-write parties' contract for them. The duty of the Court is to interpret the contract as contained in the instrument
made by the parties on their own volition. A Court of record should never accede to the importation of unrelated "grey" areas of
the law by a party to prop what is not contained in the instrument made by the parties."

 

Per EKANEM, J.C.A in

AONDO v. BENUE LINKS (NIG) LTD
CITATION: (2019) LPELR-46876(CA)

 

This topic was modified 3 months ago by Admin General

   
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