CONTRACT LAW — Formation — Courts Will Uphold Bargains Where Intention Is Ascertainable
Principle Statement
Although courts may not make contracts for parties where none exist, they will seek to uphold bargains made commercially wherever possible, recognising that important agreements are often recorded in crude and summary fashion. Courts will construe documents fairly and broadly without being too astute or subtle in finding defects.
Ratio Decidendi (Source)
Per Musdapher, JSC, in Omega Bank Nigeria Plc v. O.B.C. Ltd. (2005) NLC-772002(SC) at p. 18; Paras B–D.
"Although courts may not make contract for the parties where none exists, the courts will seek to uphold bargains made commercially, wherever possible, recognising that they often record the most important agreements in crude and summary fashion and will seek to construe any documents fairly and broadly without being too astute or subtle in finding defects."
Explanation / Scope
Courts favour upholding commercial bargains where the parties’ intention is ascertainable. Commercial agreements may be crudely drafted but remain enforceable. The principle applies to contract law and interpretation. The rule discourages technical avoidance of valid contracts. Courts construe documents fairly and broadly, not astutely seeking defects. The intention of the parties prevails over minor imperfections.
