LEGAL PRINCIPLE: CONTRACT LAW – Interpretation of Contract – Duty of Court to Give Effect to Clear and Unambiguous Terms
PRINCIPLE STATEMENT
Where the language, terms, or words of a written contract are clear and unambiguous, they must be given their ordinary and actual meaning as such terms or words best declare the intention of the parties, unless this would lead to absurdity or conflict with other provisions.
RATIO DECIDENDI (SOURCE)
Per Iguh, JSC, in Olatunde v. Obafemi Awolowo University (1998) NLC-441993(SC) at pp. 16–17; Paras A–B.
"Where the language, terms, intent or words of any part or section of a written contract, document or enactment are clear and unambiguous, they must be given their ordinary and actual meaning as such terms or words used best declare the intention of the parties unless, of course, this would lead to absurdity or be in conflict with some other provisions thereof."
EXPLANATION / SCOPE
Clear contract terms must be given their ordinary meaning. The court will not depart from the plain language. The principle applies to contract interpretation. The intention of the parties is ascertained from the words used. The rule prevents judicial rewriting of contracts. The court will not create ambiguity where none exists. The principle promotes certainty.
