CONTRACT LAW — Offer and Acceptance — Rejection of Offer Precludes Formation of Contract
Principle Statement
From the foregoing, it is evident that the negotiations between the parties had not crystallised into a binding contract, and a fortiori, there could have been no breach of contract to justify the damages awarded.
Ratio Decidendi (Source)
Per Edozie, JSC, in Omega Bank Nigeria Plc v. O.B.C. Ltd. (2005) NLC-772002(SC) at p. 31; Paras A–B.
"From the foregoing, it is evident that the negotiations between the parties had not crystallised into a binding contract, and afortiori, there could have been no breach of contract to justify the damages awarded to the respondent."
Explanation / Scope
Negotiations that have not crystallized into a binding contract cannot support a claim for breach. Rejection of an offer terminates it. The principle applies to contract law. The rule requires a concluded agreement before breach can be alleged. Mere negotiations, counter-offers, or discussions do not create a contract. Damages cannot be awarded where no contract exists. The court must find a meeting of minds.
