CONTRACT LAW — Formation of Contract — Duty of Court — Not to Make Contract for Parties
Ratio Decidendi
Per Adekeye, JSC, and Fabiyi, JSC, in Best (Nig) Ltd v. Blackwood Hodge (Nig) Ltd & Ors (2011) NLC-123-31-1999(SC) at pp. 20 and 8; Paras E—A and D—E:
"While a Court of law must always respect the sancity of the agreement reached by the parties. It must not make a contract for them or re-write the one they have already made for themselves. … It is not the function of a court to make a contract for the parties or to rewrite the one which they have made."
Explanation / Scope
This principle establishes that the court must respect the sanctity of agreements but must not make a contract for the parties or rewrite the one they have made. The principle applies in contract disputes. It ensures that the court respects the parties’ agreement. The principle reflects the doctrine of sanctity of contract. It prevents courts from imposing terms. The court must interpret the contract as written. The principle provides guidance on formation of contract.