LEGAL PRINCIPLE: CONTRACT LAW – Formation of Contract – Absence of Consensus ad Idem – No Binding Contract
PRINCIPLE STATEMENT
With the rejection of that offer by the 1st appellant, it cannot be said that a valid contract came into existence between the 1st appellant and the respondent. In the absence of a valid contract between the 1st appellant and the respondent, it is my humble view that the respondent cannot sue the 1st appellant in the circumstance for the breach of a non-existent contract.
RATIO DECIDENDI (SOURCE)
Per Ejiwunmi, JSC, in Incar Nigeria Plc & Anor v. Bolex Enterprises (Nig.) (2001) NLC-501996(SC) at p. 33; Paras B–C.Per Ejiwunmi, JSC, in Incar Nigeria Plc & Anor v. Bolex Enterprises (Nig.) (2001) NLC-501996(SC) at p. 33; Paras B–C.
"With the rejection of that offer by the 1st appellant, it cannot be said that a valid contract came into existence between the 1st appellant and the respondent. In the absence of a valid contract between the 1st appellant and the respondent, it is my humble view that the respondent cannot sue the 1st appellant in the circumstance for the breach of a non-existent contract."
EXPLANATION / SCOPE
A valid contract requires consensus ad idem (meeting of minds). If an offer is rejected, no contract exists. Without a valid contract, a party cannot sue for breach of a non-existent contract. Rejection terminates the offer; it cannot be revived. The court will not enforce obligations arising from negotiations that never crystallised into a binding agreement. The plaintiff must prove all essential elements of contract formation: offer, acceptance, consideration, and intention to create legal relations. Failure to prove any element defeats the claim. The absence of consensus is fatal. The principle prevents enforcement of incomplete or rejected negotiations.