LEGAL PRINCIPLE: CONTRACT LAW – Construction of Documents – Parties Bound by Terms Agreed
PRINCIPLE STATEMENT
If parties enter into an agreement they are bound by its terms; one cannot legally or properly read into the agreement the terms on which the parties have not agreed; what was not in the document could not be imported into it.
RATIO DECIDENDI (SOURCE)
"If parties enter into an agreement they are bound by its terms. One cannot legally or properly read into the agreement the terms on which the parties have not agreed. See Abdullahi Baba v. Nigerian Civil Aviation, Zaria & Anor. (1991) 5 NWLR (Pt. 192) 388. What was not in Exhibit 'D' could not be imported into it."
EXPLANATION / SCOPE
The parol evidence rule and principle of contractual autonomy require: parties are bound by express terms they agreed to, courts cannot add terms parties didn’t agree to, and terms not in the agreement cannot be imported or implied (except for terms implied by law). This serves: certainty in contractual relations, respecting party autonomy, and preventing courts from making contracts for parties. Courts must: enforce agreed terms, not speculate about unagreed terms, and resist adding provisions parties could have but didn’t include. “Import” means bringing in external terms—courts cannot: add conditions, impose obligations, or create rights not found in the agreement. However, limited exceptions exist for: terms implied by law (necessity, custom), rectification (correcting recording errors), or interpretation (giving effect to ambiguous terms). The principle emphasizes the written agreement’s primacy and finality—what parties wrote is what binds them. Courts interpret, not rewrite, contracts.