LEGAL PRINCIPLE: EVIDENCE LAW — Parol Evidence Rule — Documents Incorporated into Written Agreement — Effect
PRINCIPLE STATEMENT
When a contract is reduced to documents into which other documents are incorporated, the incorporated documents cease to be extrinsic and fall to be construed as part of the main document.
RATIO DECIDENDI (SOURCE)
Per Ayoola, JSC, in Comptoir Commercial & Ind. S.P.R. Ltd v. Ogun State Water Corporation & Anor (2002) NLC-1151997(SC) at pp. 12–13; Paras D–A.
"When a contract is reduced to the form of documents into which has been incorporated other documents, the documents incorporated cease to be extrinsic to the main document, but fall to be construed as part of it."
EXPLANATION / SCOPE
The parol evidence rule prohibits extrinsic evidence to vary or contradict a written agreement. However, when other documents are incorporated by reference into the main contract, they become part of it. They are no longer extrinsic. The court must construe them together with the main document. The principle applies to contracts that reference terms and conditions in other documents. The incorporated documents need not be physically attached. The rule ensures that the entire agreement is considered. The court will not exclude incorporated documents as extrinsic evidence. The principle applies to both written and oral incorporation. The parties are bound by the incorporated terms.