CONTRACT LAW — Written Agreements — Bindingness of Terms on Parties
Principle Statement
It is always not the business of the court to make a contract for the parties before it or to re-write the one already made by them. Once the conditions precedent to formation of contract are fulfilled, the parties are bound by it.
Ratio Decidendi (Source)
Per Onnoghen, JSC, in Larmie v. DPMS Ltd (2005) NLC-1572001(SC) at p. 12; Para A.
"It is always not the business of the court to make a contract for the parties before it or to re-write the one already made by them. Once the conditions precedents to formation of contract are fulfilled by the parties thereto, they are bound by it..."
Explanation / Scope
Courts will not make or rewrite contracts for parties; they enforce the contract as made. Once formation requirements are satisfied, parties are bound by the terms. The principle applies to contract law. The rule respects party autonomy and freedom of contract. The court’s role is interpretation and enforcement, not reformation. Parties cannot escape a valid contract by claiming unfairness where terms are clear.
