LEGAL PRINCIPLE: CONTRACT LAW — Construction of Documents — Clear and Unambiguous Terms — Literal Interpretation
PRINCIPLE STATEMENT
When a document is clear, the operative words should be given their simple and ordinary grammatical meaning. It is not the function of a court to make a contract for the parties or to rewrite the one which they have made.
RATIO DECIDENDI (SOURCE)
Per Onu, JSC, in Union Bank of Nigeria Limited v. Nwaokolo (1995) NLC-2171991(SC) at pp. 8–9, 13–14; Paras. D–A, D–A.
"When a document is clear, the operative words in it should be given their simple and ordinary grammatical meaning. The general rule is that when the words of any instrument are free from ambiguity in themselves and when the circumstances of the case have not created any doubt or difficulty as to the proper application of the words, such an instrument is always to be construed according to the strict, plain and common meaning of the words 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
Clear contract terms must be given their literal meaning. Courts cannot rewrite contracts. The principle applies to all written agreements. The parties are bound by their words. The rule prevents judicial rewriting of agreements. The court will not imply terms to alter clear language. The principle promotes contractual certainty.
