CONTRACT LAW — Formation of Contract — Validity of Written Agreement — Parole Evidence Rule
Principle Statement
The law is trite that where a document is clear and unambiguous, parole evidence cannot be led to contradict it. In other words, extrinsic evidence is basically inadmissible to add to or alter the contents of a document.
Ratio Decidendi (Source)
Per Ogbuagu, JSC, in Baliol Nigeria Ltd v. Navcon Nigeria Ltd (2010) NLC-123-57-2003(SC) at p. 6; Paras A–B.
"The law is trite that where a document is clear and unambiguous, parole evidence cannot be led to contradict it. In other words, extrinsic evidence is basically inadmissible to add to or alter the contents of a document."
Explanation / Scope
This principle establishes the parole evidence rule: where a document is clear and unambiguous, extrinsic evidence cannot be admitted to contradict, add to, or alter it. The principle applies in contract interpretation. It ensures that written contracts are given effect according to their terms. The principle reflects the need for certainty in written agreements. It prevents parties from using oral evidence to vary written terms. The court must determine if the document is clear and unambiguous. The principle provides guidance on the admissibility of extrinsic evidence.
