LEGAL PRINCIPLE: CONTRACT LAW – Contractual Terms – Importation of Extraneous Terms
PRINCIPLE STATEMENT
It is wrong to import into relevant clauses of agreements extraneous matters such as requirements not stated in the contract; if the conditions necessary for contract formation are fulfilled by the parties they will be bound by it; it is not the business of a court to make a contract for the parties or to rewrite the one which they have made.
RATIO DECIDENDI (SOURCE)
"It was wrong to import into the relevant clause of each of the mortgage agreements extraneous matters such as the requirement that the appellant must obtain the consent of the respondents to the increase in the rate of interest on the loans. The reason is that if the conditions necessary for the formation of a contract are fulfilled by the parties thereto they will be bound by it. It is not the business of a court to make a contract for the parties or to rewrite the one which they have made."
EXPLANATION / SCOPE
This reinforces Principle 400. Courts cannot add terms parties didn’t agree to. “Extraneous matters” means: requirements not stated in contract, obligations parties didn’t undertake, conditions not agreed upon, or restrictions not included. Courts must not: import unstated requirements (like consent for interest rate changes not requiring consent), add conditions parties could have but didn’t include, or improve contracts by adding “fair” or “reasonable” terms. Once valid contract exists (offer, acceptance, consideration, intention), parties are bound by its terms—nothing more, nothing less. The judicial role is: interpretation (giving effect to agreed terms), not creation (making contracts for parties) or rewriting (improving agreements). This strict approach serves: contractual certainty, respecting party autonomy, and preventing judicial paternalism. Parties are free to: negotiate comprehensive terms, include protective clauses, or accept less favorable terms. Courts enforce what parties agreed, not what they should have agreed to. Limited exceptions exist for: terms implied by law (necessity, custom), or unconscionable terms in consumer contracts.