CONTRACT LAW — Terms of Contract — Extrinsic Evidence Inadmissible to Vary Written Terms
Principle Statement
Where parties have embodied the terms of their contract in a written document, extrinsic evidence is not admissible to add to, vary, subtract from or contradict the terms of the written instrument.
Ratio Decidendi (Source)
Per Onnoghen, JSC, in Larmie v. DPMS Ltd (2005) NLC-1572001(SC) at p. 11; Paras B–C.
"It is the law that where parties have embodied the terms of their contract in a written document, extrinsic evidence is not admissible to add to, vary, subtract from or contradict the terms of the written instrument."
Explanation / Scope
Oral or extrinsic evidence cannot alter the clear terms of a written contract. The written document is the exclusive expression of the parties’ agreement. The principle applies to contract law and evidence. The rule is known as the parol evidence rule. Exceptions exist for fraud, mistake, or ambiguity. The court will enforce the contract as written, not as allegedly orally modified.
