LEGAL PRINCIPLE: CONTRACT LAW – Proof of Contractual Terms – Written Contract Must Be Tendered
PRINCIPLE STATEMENT
The written agreement signed by the parties was not produced in evidence; it was wrong to rely on a bill of quantities as if it is the written agreement; bills of quantities do not constitute the agreement or articles of agreement binding the parties unless they are expressly made part of the agreement.
RATIO DECIDENDI (SOURCE)
"The written agreement signed by the parties was not produced in evidence. It was wrong therefore, for the trial court to rely on exhibit 4 as if it is the written agreement... the bills of quantities do not constitute the agreement or articles of agreement binding the parties unless they are expressly made part of the agreement."
EXPLANATION / SCOPE
Written contracts must be proved by producing the actual contract document. Ancillary documents (bills of quantities, specifications, schedules) are not the contract itself unless expressly incorporated. The contract is the signed agreement; bills of quantities are typically supporting documents detailing work items and costs. Without express incorporation, bills of quantities cannot: establish contractual terms, prove contract price, or bind parties. Best evidence rule requires the contract itself be produced. Relying on bills of quantities instead of the actual agreement is error because: bills may not reflect final agreed terms, they’re preliminary documents subject to contract, and the signed agreement supersedes preliminary documents. If the written contract exists but isn’t produced, courts cannot: infer terms from ancillary documents, assume bills of quantities represent the agreement, or establish contract terms through secondary evidence without explaining non-production. This ensures contractual terms are proved from primary source—the actual agreement—not from peripheral documents