execute the agreement
Generally speaking, a contract is an agreement with legal force, which means that if one party to the contract believes that the other party has not fulfilled its obligations under the contract, the injured party can seek the enforcement of the contract in court or obtain monetary compensation in the form of damages. However, there are some exceptions to the rule that a contract is an enforceable agreement, which include situations where there are elements of nullity in the making of the contract, such as lack of capacity by one of the parties, absence of valuable consideration, intentional entry into a legal relationship, where One party is coerced or unduly influenced into the relationship, etc. See also: ORIENT BANK (NIG) PLC v. BILANTE LTD (1997) 8 NWLR (PT.515) 37 @ 76 para CE; HYUNDAI HEAVY INDUSTRIES CO. (NIG) LTD v ASECHEMIE & ORS (2020) LPELR-50584(CA) ; ADEWUYI & ANOR v MRS OIL (NIG) PLC (2019) LPELR-48210(CA).
In UMARU v. PARIS & ANOR (2021) LPELR-56309(CA), a major exception to the appellant’s appeal was the well-worn legal doctrine that a contract is inherently illegal because it violates a particular statute or law provides that, not only prohibits but prescribes sanctions for entering into such contracts, it cannot be enforced because the courts are creatures of the law, charged with upholding the law and not helping to break it. Likewise, in SADIQ v BALARABE (2020) LPELR-52114(CA), it was stated that: “Agreement entered into under duress and coercion is not binding and enforceable and is revocable, which is correct” – OMMAN V. EKPE (2000) NWLR (Pt 641) 365.
Courts cannot enforce agreements that are fraudulent/deceptive or contrary to public policy. In NKECHI & ANOR v. ANYALEWECHI (2021) LPELR-55611(CA), a document was declared unenforceable because it was proved by law that neither the Appellant nor the Defendant had a basis of title or identifiable interest. It was also deemed to be against public policy as all construction and works to be completed and completed without the necessary prior approval or appropriation from regulators were demarcated by the parties themselves without legal authorization. More importantly, in BABATUNDE v BANK OF THE NORTH LTD. & oral rehydration salts. (2011) LPELR – 8249 (SC), the Supreme Court warned: “However, the court will not enforce an agreement between the parties which is fraudulent or deceitful or which is contrary to public policy.” This was reinforced by the Supreme Court in ACB LTD v ALAO a little.
The foregoing is analogous to the established legal principle that a party should not be allowed to benefit from its negligence or bad faith. ex mala dolo non oritur actio is a deeply rooted principle of fairness. The Supreme Court of Nigeria reiterated this principle in Green v. Green (1987) 3 NWLR (Pt.61) 480 pp. 516 – 517: “The Court will not allow a person to profit from his mistakes. A person may not create a crisis situation , and then turned around and justified the crisis in favor of his interests.”
Furthermore, the party seeking to exercise its rights under the agreement must show that he has fulfilled all the prerequisites. Any default by him would be fatal to his case. In TALABI v FCDA & ORS (2018) LPELR-45969(CA), the appellant could not deny that she had obtained a right of first refusal. It was further ruled that the appellant could not switch hot and cold in the same transaction without complying with the prescribed conditions, which would constitute a mockery of justice.
It is also worth noting that a contract is not binding on someone who knows nothing or nothing. This principle is based on the concept of privity of contract, which mainly assumes that only the parties to the contract are entitled to the rights and obligations arising from the contract. In fact, according to the principle of privity of contract, only one party to the contract can sue and be sued with respect to the contract.
If the parties enter into an agreement or contract voluntarily and there is no evidence that the agreement or contract was obtained by fraud, error or deceit or misrepresentation, they are bound by the provisions or terms of the contract or agreement. This is because a party generally cannot reject a contract or agreement simply because he later finds out that the terms of the contract or agreement are not favorable to him. This is the whole essence of the doctrine of the sanctity of contracts or agreements. In the event of a lawsuit arising from this, the court is obliged to interpret the terms and only the terms of the contract or agreement. See NORTHERN ASURANCE CO. LTD. v WURAOLA (1969) 1 NMLR 1; (1969) NSCC 22. In AG RIVERS STATE v AG AKWA IBOM STATE & ANOR. 2011 LPELR (Pt. 633) (SC) Supreme Court thus held that:
“The parties, especially the first defendant, must accept the implications and consequences of the content of Exhibit AMB1, and this court has no authority to rewrite the agreement for the parties or risk adopting or considering other sharing methods, because the agreement to share the well still exists. As the judges, Our task was simply to understand the intent of each party in agreeing to exhibit the contents of AMB1. The express intent was that each party was satisfied with 86 wells. Section 151 of the Evidence Act provides for estoppel.”
In summary, the terms of the Agreement are written in clear, simple, and direct language, without explanation, only in accordance with their grammatical meaning. The law says that if the words used by the maker of the document are simple, clear, and clear, the sole duty of the court is to give those words their usual meaning, and nothing more. A court does not have jurisdiction to interpret a contract document in a manner more favorable to a party than that strictly stated in the document. The parties are bound by a document which they freely and voluntarily signed. The following are the words of Tobi JSC in ODUTOLA v. PAPERSACK NIG. Ltd (2007) All FWLR (Pt. 350) 1214 p. 1235 is instructive on this issue: “The parties to an agreement may mutually but erroneously reach an understanding as to its legal content. Nevertheless, courts can only The content interprets the agreement and draws conclusions only as to the law and law of the agreement. A court cannot interpret an agreement as conveying what the parties understood it to mean if it differs from what the agreement really means.”
Also in IDONIBOYE-OBU v NNPC (2003) FWLR (pt.146) 959 at 1007, the same Tobi JSC said: agreement, he cannot seek better terms halfway, or when the agreement becomes the subject of litigation, when the matter is no longer When it’s easy. Although a party may seek better terms, the court is bound by the original terms of the agreement and will interpret them in the interest of justice. “
It is also important to mention the concept of novation of contract and its implications. It is not legally surprising for parties to an agreement to change the terms of an agreement by executing another agreement. Novation is one of the ways that parties can change the terms of an agreement. The Court in ONEGBEDAN v UNITY BANK PLC (2014) LPELR-22186 (CA) Pp. Paragraphs 23-24, CC, gave a complete definition of novation, saying: “A novation of a contract is a form of assignment, In this form, with the consent of all parties, a new contract is concluded and replaces the existing contract. Therefore, one of the elements of a new contract, novation, must be the consent of all parties. However, this consent need not be in writing; It can be inferred from the behavior of both parties, without explicit words.
The authors of the learned Black’s Law Dictionary, 8th Edition, p. 1094, define novation as: “(1) The act of substituting an old duty for a new duty, that is, replacing an existing duty with a new duty or replacing one of the original parties with a new duty. New party. A novation may substitute for (1) a new obligation between the same parties, (2) a new debtor, or (3) a new creditor.”
Also, the brilliant and learned authors of GC Cheshire and CHS Fifoot, 8th edition, say on page 504 of it: Making. The new contract may be between the original parties, such as a written agreement that is later incorporated into the contract, or between different parties, such as a new person replacing the original debtor or creditor. “
in conclusion
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