Introduction to Contract Law

1.0 Overview:
Contract Law is a crucial aspect of our day-to-day lives,
as it governs our interactions and agreements with others.
From simple transactions such as buying a cup of coffee to
more complex agreements like renting a
house, Contract Law lies at the heart of it all. Contract
Law can be defined as the body of legal rules and
principles governing the formation, interpretation, and
enforcement of agreements between two or more parties. In
essence, it enables parties to make legally enforceable
promises and sets out the remedies available in case of
breach. A contract is a legally binding agreement between
two or more parties, which sets out their respective rights
and obligations. To be valid, a contract must have a clear
offer, acceptance, consideration, and an intention to
create legal relations. Contract Law has its origins in the
common law system and is heavily influenced by historical
legal principles and judicial decisions. In addition,
statutes and regulations, such as the Sale of Goods Act
also play a pivotal role in shaping modern Contract Law.
Contract Law is based on the principle of 'party autonomy',
which implies that parties are free to decide their own
terms and conditions, as long as they do not violate any
legal provisions or public policy.
2.0 Principles of Contract Law
The principles of Contract Law revolve around the
guidelines and rules that govern the creation,
interpretation, and enforcement of contracts. In order to
provide you with a solid foundation in this subject, we
will cover some of the major principles:
 Offer: A contract is formed when one party makes an
offer, and the other party accepts it. The offeror must
communicate their intentions and the terms of the
agreement, while the offeree must express their
acceptance of those terms. For a contract or an
agreement to exist, there has to be an offer by one
 party to another and an acceptance by the person to
whom the offer is addressed. An offer, therefore, may
be defined as "a definite undertaking or promise made
by one party with the intention that it shall become
binding on the party making it as soon as it is
accepted by the party to whom it is addressed - Per
AUGIE ,J.C.A in Mikano Intl ltd v. Ehumadu (2013)
LPELR-20282(CA) (Pp. 64-65 paras. E).
 Invitation to Treat
A communication by which a party is invited to make an
offer is commonly called an invitation to treat. It is
distinguishable from an offer primarily on the ground
that it is not made with the intention that it shall
become binding as soon as the person to whom it is
addressed simply communicates his assent to its terms.
A statement is clearly not an offer it expressly
provides that the person who makes it is not to be
bound merely by the other party's notification of
assent but only when he himself has signed document in
which the document is contained. An invitation to treat
is the first step in negotiations between the parties
to a possible contract. It is not enforceable by way of
an order for specific performance" Per ODUYEMI,J.C.A in
CBN v. system application products (Nig) ltd (2004)
LPELR-5432(CA) (Pp. 63-64 paras. C)
 Counter Offer
The Supreme Court held in BILANTE INTERNATIONAL LTD V.
NDIC (2011) LPELR-781-SC that: An offer must be
unconditionally and unqualifiedly accepted. An offer is
impliedly rejected if the offeree instead of accepting
the original offer makes a counter offer which varies
the terms proposed by the offeror. A counter offer is a
statement by the offeree which has the legal effect of
rejecting the offer and of proposing a new offer to the
offeror. It puts an end to the previous offer of the
initial offeror. The legal effect of a counter-offer is
to terminate the original offer so that it cannot
 subsequently be accepted by the offeree." Per MUSTAPHA
,J.C.A in Max-Clean Becal Ventures Ltd & Anor v. Abuja
Environmental Protection Board (Pp. 4-5 paras. E)
 Acceptance
An acceptance is the reciprocal act or action of the
offeree to an offer in which he indicates his agreement
to the terms of the offer as conveyed to him by the
offeror. In other words, acceptance is the act of
compliance on the part of the offeree with the terms of
the offer. It is the element of acceptance that
underscores the bilateral nature of a contract. For an
acceptance to be operative it must be plain,
unequivocal, unconditional and without variance of any
sort between it and the offer. The offeree must
unreservedly assent to the exact terms proposed by the
offeror. " Per UMAR ,J.C.A in Keenline Investment Ltd
& anor v. Paterson Zochonis Industries Plc & ors (Pp.
57-58 paras. F)

 Consideration:
consideration is defined as the inducement to a
contract; the reason or material cause for a contract;
some right, interest, profit or benefit accruing to one
party or some forbearance, detriment, loss or
responsibility given, suffered, or undertaken by the
other. Consideration can also be defined as "Something
of value which must be given, some detriment to the
promises or some benefit to the promisor. Usually these
detriment and benefit are merely the same thing looked
at from different points of view. Thus payment by a
buyer as consideration for the seller's promise to
deliver can be described either as a detriment to the
buyer or as a benefit to the seller and conversely,
delivery by a seller is consideration for the buyer's
promise to pay; it can be described either as a
detriment to the seller or as benefit to the buyer."
Per FABIYI ,J.C.A in Oyewale v. Lawal (2008) LPELR-
 4118(CA) (Pp. 9-11 paras. F). Thus, each party to the
contract must provide something of value
(consideration) to the other party. Consideration can
be in various forms, such as money, goods, services or
even a promise to do or refrain from doing something.
 Intention to create legal relations: The parties must
intend to create a legally binding agreement. This
intention is usually presumed in commercial agreements,
but may be more difficult to establish in social or
domestic arrangements.
 Capacity: All parties to the contract must have
the legal capacity to enter into the contract. For
example, minors, individuals with mental impairments,
and intoxicated individuals may not have the capacity
to contract.
 Legality: The purpose of the contract must be legal and
not contrary to public policy. Contracts that involve
illegal activities or violate public interest are
unenforceable.
3.0 Key Aspects of Contract Law
There are various aspects of Contract Law that are
essential to the formation, interpretation and enforcement
of contracts. Some of the key aspects to focus on include
consideration, common cases that arise in Contract Law, and
the remedies available for a breach of contract.
Understanding these aspects will help you grasp the
intricacies of this area of law.
3.1 Consideration in Contract Law
Consideration is a fundamental element in the formation of
a contract. It refers to the mutual exchange of value
between the parties, making the promises legally binding.
Basically, it ensures that both parties stand to gain or
lose something in the agreement. Without consideration, an
agreement may not be legally enforceable.
3.1.2 Elements of consideration: For consideration to be
valid, it must satisfy certain requirements. These include:
o It must be provided by the promisee or a third
party.
o It must have some value, even if it is minimal or
intangible.
o It must have been bargained for, meaning it has
been mutually agreed upon by the parties.
3.1.4 Privity of contract: Generally, only the parties to
the contract can enforce its terms. This principle suggests
that third parties cannot demand the enforcement of a
contract they are not a direct part of, even if they were
intended to benefit from it. "As a principle of law,
privity of contract postulates the rule that only parties
to a contract can sue or be sued on it with a view to
seeking its benefit. The rule will therefore not allow a
stranger to sue or seek to enforce a contract or assume
liabilities or obligations under it because there is in law
said to exist privity of contract only between the
contracting parties. In this wise, privity of contract
upholds and protects the sanctity of contracts. See
Oshevire Ltd vs. Tripoli Motors (1997) 4 SCNJ 246, Reichi
vs NBCI (2016) 8 NWLR (Pt. 1514), 274, John Davis
Construction Co. Ltd v. Riacus Co. Ltd & Anor (2019) LPELR
CA/C/179/2017. What is stated here is however a general
principle. As it is in all laws, there are always
exceptions and qualification to their general provisions
and thrust; expressed either in the law itself or other
legislations or indeed developed through judicial
interpretations by the Courts. As strict as the
exclusionary rule of privity of contract is so are the
exceptions to its application strong.
A few examples of the recognized exceptions includes a
contract by an agent on behalf of an undisclosed principal
who is entitled to sue on the contract. In this case, the
rule looses its potency. See Golden Construction Co. Ltd
vs. Stateco (Nig) Ltd (2014) 8 NWLR (Pt. 1408) 171 at 200,
UBA Plc vs. Ogundokun (2009) 6 NWLR (Pt.1138) 450 at 482.
The equitable principle of constructive trust is another
recognized exception to the privity rule. It postulates
that a party to a contract may constitute himself a trustee
for a third party under the contract and confer such rights
enforceable in equity on the, third party. It is imposed by
equity to satisfy the demands of justice and good
conscience. Thus, when property has been acquired in such a
circumstance that the holder of the legal title may not in
good conscience retain beneficial interest, equity converts
him into a trustee. See Anurnba vs. E.C.B. Ltd (2005) 10
NWLR (Pt.933), 321 at 335.
A third example is a contract whose terms affect a third
party's interest or title in land. Per GAFAI ,J.C.A in
jonah capital nig & ors v. inc. trustees of river park
resident association abuja & anor (Pp. 13-15 paras. B)
4.0 Vitiating elements of a contract
 Misrepresentation: "A misrepresentation is an untrue
statement made by one party to a contract to the other
before or at the time of contracting with regard to
some existing fact or to some past event which is one
of the causes that induced the contract. The above
definition clearly shows that for misrepresentation to
take place, there must be a contract properly so
called." Per NWOSU-IHEME ,J.C.A in DAEWOO (NIG) LTD v.
NTIA & ORS (2015) LPELR-40603(CA) (Pp. 8-9 paras. F)
Thus, this occurs when one party provides false or
misleading information to induce the other party into
entering the contract. Misrepresentation can be
fraudulent (intentional), negligent (due to the lack of
reasonable care), or innocent (unintentional). If
proven, this may lead to the contract being voidable,
and the aggrieved party could seek damages or
rescission.

4.1.1 Innocent Misrepresentation

Innocent misrepresentation is a false statement of
material fact by the defendant, who was unaware at the
time of contract signing that the statement was untrue.
The remedy in this situation is usually rescission or
cancellation of the contract. Consider a situation
where a seller of a piece of land mistakenly informs a
buyer that there is planning permission granted for a
new housing development nearby. The seller genuinely
believed this to be true based on information received
from a neighbor. Unfortunately, unknown to the seller,
that planning permission had since been denied. Because
the buyer relied on this information in deciding to
purchase the land, the seller may be liable due to
innocent misrepresentation since they made a mistake
(even though it was an honest mistake).

4.1.2 Negligent Misrepresentation

Negligent misrepresentation is a statement that the
defendant did not attempt to verify was true before
executing a contract. This is a violation of the
concept of "reasonable care" that a party must
undertake before entering an agreement. The remedy for
negligent misrepresentation is contract rescission and
possibly damages. Suppose a real estate agent, while
showing a property to potential buyers, states that the
roof was recently renovated. It turns out that the roof
needs significant repairs. Despite not intending to
deceive, the agent's negligent statement about the
roof's condition played a part in the buyers making an
offer on the property. If the buyers later discover the
true state of the roof, they may have grounds to claim
damages from the agent for the costs of repairing the
roof as the agent was negligent in sharing incorrect
information.

In Hedley Byrne & Co Ltd v Heller & Partners Ltd [1964]

AC 465, Hedley Byrne were a firm of advertising agents.
A customer, Easipower Ltd, put in a large order. Hedley
Byrne wanted to check their financial position, and
creditworthiness, and so asked their bank, to acquire a
report from Easipower’s bank, Heller & Partners Ltd.,
who replied in a letter that was headed, "without
responsibility on the part of this bank"...Easipower
is, "considered good for its ordinary business
engagements". Easipower soon went into liquidation, and
Hedley Byrne lost £17,000 (equivalent to 490,000 in
2025) on contracts. Hedley Byrne sued Heller & Partners
for negligence, claiming that the information was given
negligently and was misleading. The court found that
the relationship between the parties was "sufficiently
proximate" as to create a duty of care. It was
reasonable for them to have known that the information
that they had given would likely have been relied upon
for entering into a contract of some sort. That would
give rise, the court said, to a "special relationship",
in which the defendant would have to take sufficient
care in giving advice to avoid negligence liability.
The relationship was that the plaintiff trusted the
defendant with the information and therefore the
defendant ought to have been honest.

Under the Pre-Shipment Inspection of Imports Act 1996,

(PIIA) all goods which the Act applies to shall not be
imported into Nigeria unless accompanied by a Clean
Report of Finding (CRF) and an Import Duty Report (IDR)
in respect of such goods to the overseas sellers of the
goods by the inspecting agent. The importers of the
good, shall instruct the overseas seller of such goods
to give the inspecting authority full access in order
to carry out its function under the Act. These
inspecting agents are corporate bodies appointed by the
Federal Government to cover a specific country or
countries or group of countries within a specified
geographical location. Most times, the appointment is
delegated to the Central Bank of Nigeria (CBN).
Pursuant to S 3 of the PIIA, an importer is expected to
pay fees which is predicated on the assessment carried
out by the Inspection Agent as to the value of the
goods. This provision imposes a statutory
responsibility and obligation on the Inspection Agent
to inspect the goods to be imported into Nigeria and so
the duty of care to do so diligently and accurately
arises. The Inspection Agent owes an implied statutory
duty to the Importer under the provision to exercise
reasonable care and diligence in the inspection and
assessment of the fees due on the goods. In Bureau
Veritas (Nig.) Ltd & Ors. v. Ikeogu, the Respondent
ordered for 60,000 units of cow leather industrial
working gloves from Carl Friedrich & Co. Gambit in
Germany and paid for the order. Bureau Veritas Germany
(B.V. Germany) (Appellant) was appointed by the Central
Bank of Nigeria (CBN) as the Pre-Inspection Agent for
the gloves ordered by the Respondent. It issued a Clean
Report of Finding (CRF) after the pre-inspection of the
gloves and certified that they were of quality.
Unfortunately, when the gloves arrived in Nigeria from
Germany, the Respondent found out that they were of
inferior quality and so it was rejected. Carl-Friedrich
& Co. Gambit sued the Respondent for the rejection of
the gloves and in reaction, the Respondent claimed
against the Appellant. The lower trial Court granted
the claims of the Respondent and on appeal by the
dissatisfied Appellant, the Court held that even though
the Importer (Respondent) did not appoint the
Inspection Agent (Appellant) for purpose of the pre-
shipment or pre-importation inspection of the goods,
the Inspection Agent owes the professional, business,
commercial and implied legal duty of care in the
inspection and assessment of the fees due for the
importation which directly affects the importer and
this is because it is the importer that will pay for
both the goods and its assessment fee.

4.1.3 Fraudulent Misrepresentation

Fraudulent misrepresentation is a statement that the
defendant made knowing it was false or that the
defendant made recklessly to induce the other party to
 enter a contract. The injured party can seek to void
the contract and recover damages from the defendant.
Imagine a scenario where a seller knowingly advertises
a used car as having only 50,000 miles on the odometer.
However, the car actually has 150,000 miles on it, and
the seller has rolled back the odometer. The buyer
relies on this false information and would buy the car
based on the misrepresented mileage. In this case, the
seller's fraudulent misrepresentation gives the buyer
grounds to rescind the contract, return the car, and
potentially seek damages for any losses suffered due to
the deception.

4.1.4 How to Prove Misrepresentation

In order to recover damages due to misrepresentation,
there are six legal bars for the plaintiff to overcome.
The plaintiff must be able to show that:

 A representation was made.

 The representation was false.
 The defendant knew at the time that the representation
was false, or recklessly made the statement without
knowledge of its truth.
 The representation was made with the intention that the
plaintiff would rely on it.
 The plaintiff did rely on the false representation.
 The plaintiff suffered harm by relying on the false
representation.

4.1.5 Misrepresented Financial Statements

Companies and their financial statement preparers can
falsify (knowingly or unknowingly) their financial
performance. Misrepresentations in financial statements
can impact various stakeholders, including investors,
creditors, regulators, and the broader public. Here's
how each group can be affected:

 Investors: Misrepresentations, whether intentional or

due to negligence, can distort the true financial
 health and performance of a company. For example,
overstating revenues or understating expenses can
artificially inflate profitability metrics, leading
investors to overvalue the company's stock. Conversely,
concealing liabilities or risks can mask the true
financial risks faced by the company, potentially
leading to losses for investors when the true financial
situation is revealed.

 Creditors: Creditors use financial statements to assess

the creditworthiness of a company. Misrepresentations
can mislead creditors about the company's ability to
repay debt obligations. For instance, if a company
falsely inflates its assets or understates its
liabilities, creditors may extend credit thinking a
company may be able to pay off its debt when, in fact,
it might not be able to.

 Regulators: Regulatory bodies such as the Securities

and Exchange Commission (SEC) rely on financial
statements to ensure compliance with accounting
standards and securities laws. Misrepresentations can
undermine the integrity of financial markets and erode
investor confidence, a primary concern for regulatory
bodies in charge of overseeing the stability of those
markets.

 General Consumers: Misrepresentations in financial

statements can undermine public trust in a company.
Even if those consumers don’t own an equity stake in
the company, consumers may choose to take their
business elsewhere to support more honest operations if
misrepresentations were to come to light.

4.1.6 Misrepresented Financial Statements and Auditors

Auditors have a responsibility to provide an objective
assessment of a company's financial position and
performance, making sure that the information presented
is reliable and follows accounting rules. To do this,
auditors conduct detailed audit procedures to examine
the financial statements and supporting documentation.
This includes looking through financial transactions,
reviewing accounting records, and testing the
effectiveness of internal controls. Through these
procedures, auditors try their best to identify any
discrepancies that could indicate potential
misrepresentations. They focus on both quantitative
things (like the accuracy of financial figures) and
qualitative things (like the disclosure of significant
risks). As part of the audit, auditors communicate
their findings and observations to management, an audit
committee, and potentially to regulatory authorities.
In the end, an auditor strives to make sure no
misrepresentation is happening within a company’s
financial statements.

4.1.7 What Is Misrepresentation in Insurance?

In insurance, a misrepresentation is a lie or
concealment of facts that can void an insurance
contract if the insurer discovers the
misrepresentation. For example, if a homeowner installs
a pool but tells their insurer that they do not have a
pool, the insurer may be able to void the policy if
they discover the misrepresentation.

Negligent misrepresentation occurs when incorrect

information is provided to the insurance provider
without malicious intent. For example, a policyholder
might mistakenly report the age of their home’s roof,
resulting in a higher premium.

Fraudulent misrepresentation, on the other hand,

involves knowingly providing false information or
concealing relevant information with the intention of
deceiving an insurance provider. For instance, Mr.
Mayank was interested in buying a term insurance plan.
He requested a ₹1 Crore term insurance policy quotation
from a life insurance company. In order to take
 advantage of a low premium, he did not disclose about
his smoking habits while filling out the forms. The
insurer accepted his proposal based on the information
provided. Unfortunately, Mayank contracted lung cancer
after a few policy years. As cancer was covered in the
term insurance policy, he filed a claim. While filing
he submitted all the required documents. While
analysing his medical reports the insurance company
found out about Mayank’s smoking habit. As he tried
hiding this sensitive information from the life
insurance company, this came under misrepresentation.
Based on this activity of Mayank, his claim got
rejected despite all the premiums being paid.

 Mistake: A mistake is an error made by one or more

parties while entering into a contract. Mistakes can be
unilateral (made by only one party) or mutual (made by
all parties). Depending on the nature and significance
of the mistake, it can make the contract void or
voidable, leading to remedies such as rescission or
rectification.
 Undue influence: Undue influence occurs when one party
exerts improper pressure or influence over another
party, causing them to enter into a contract against
their will. This might be seen in relationships where
there is a power imbalance, such as employer-employee
or caregiver-dependent relationships. Contracts formed
under undue influence can be set aside. Undue
influence. Due to the narrow scope of the traditional
doctrine of duress, equity developed its own doctrine
of undue influence which is far more comprehensive than
duress at common law. Although undue influence is a
well-known phrase, no clear-cut definition of the
phrase has been provided by the courts. Questions pop
up, of whether “undue” means illegitimate or too much,
and whether influence means pressure or something
subtler. One of the first attempts to define undue
influence was provided by Lindley L.J. in Alcard v
Skinner, where he described it as “some unfair or
 improper conduct, some coercion from outside, some
personal advantage obtained by the guilty party.” Undue
influence comes up under two circumstances:

 Where there is no special relationship

Where there is a special relationship

 Where there is no special relationship (Victim has

onus)
Where there is no special relationship between the
parties, undue influence has to be proved by the party
alleging that he is a victim of undue influence. Thus,
if the victim can show that the other party exercised
dominion which undermined their independence to make
decisions substantially, the court would most likely
set the contract aside for undue influence.
In Williams v Bayley, a son gave his bank several
promissory notes in which he had forged his father’s
signature. At a meeting between the banker, the father
and the son to resolve the problem, the banker made it
clear to the father without actually making a direct
threat that he had the power to prosecute the man’s son
for forgery and that there would be dire consequences.
Frightened by the implications of these words, and in
order to avoid the threat to his son’s liberty and
future, the father executed a mortgage in favour of the
bank in return for delivery to him of the promissory
notes. The contract was set aside, as the bank had
clearly exploited the father’s fears.

Where there is a special relationship (Perpetrator has

onus)
When a special relationship exists between two parties,
equity will presume that there was undue influence in
the making of the contract. The onus is therefore on
the other party to show that there was no undue
influence. This was the case in Sullwan v Management
 Agency & Music Ltd where the court presumed that there
was undue influence in a contract between a young and
unknown composer and performer of music and his
manager. There is also the case of Tate v Williamson
where the defendant became a financial adviser to an
extravagant Oxford student who sold his estate to the
defendant for half the value and drank himself to
death. The executors successfully claimed that the
agreement should be set aside for undue influence.
4.4 Frustration: Frustration happens when an unexpected
event occurs after the contract is formed, making
performance impossible or fundamentally altering the nature
of what has been contracted for. Examples include the
destruction of objects essential for performance or changes
in legal regulations. In cases of frustration, the contract
may be discharged, and the parties released from their
obligations. Frustration in contract law refers to a
situation where an unforeseen event occurs after the
formation of a contract, rendering its performance
impossible, illegal or fundamentally different from what the
parties originally intended. It’s important to note that
frustration only applies in exceptional circumstances and
isn’t a substitute for breach of contract claims. To
demonstrate frustration effectively, the following elements
must be present:

 Supervening event –
the event that leads to frustration must occur after the
formation of the contract, and it must be beyond the
control of the parties at the time the contract was made.
 Beyond control –
the supervening event must be beyond the control of the
parties at the time the contract was made.
 Radically different –
the event must fundamentally alter the nature of the
contractual obligations, making it substantially different
from what was initially agreed upon or rendering the
contract's performance impossible or illegal.
 No fault of either party –
the frustrating event must not be caused by any fault or
negligence of either party involved in the contract.
Examples of incidents that have been ruled frustration
events include:
 The subject matter of the contract being destroyed
by fire or some other disaster. In Taylor v
Caldwell (1863) 3 B & S 826, the claimants had
hired out the defendant’s concert hall for four
days at the price of £100 each day. After the
contract was entered into, but before the day of
rental began, the hall was destroyed by fire. The
claimant could no longer host their concerts, and
as a result lost a significant amount of money.
The claimant argued that the defendant should
account for those losses, whilst the claimant
argued that they could not be liable for an
accidental destruction of the concert hall. It was
held that the defendants were not liable for the
losses. Blackburn J held there was an implied term
in the contract that the concert hall would exist
at the time of the contract.
 A change of law that makes the performance of the
contract illegal: In Fibrosa SA v Fairbairn Lawson
Combe Barbour Ltd [1943] AC 32, Fibrosa, who were
based in Poland, created a contract for the
purchase of some machinery from Fairbairn, who
were based in England. £1,000 of the £4,800 was
paid in July 1939. Subsequently, before all of the
obligations under the contract were completed,
Germany invaded Poland and war was declared.
Fairbairn refused to pay the rest of the monies
owed, citing the fact that the contract was now
 illegal as the outbreak of war made it illegal for
British companies to trade with Poland.
Essentially, Fairbairn argued that the contract
had been frustrated due to the outbreak of war. It
was held that the contract was frustrated as a
result of the illegality of the contract.
 A particular event is cancelled (for example, the
Court accepted that the 1902 postponement of King
Edward VII's coronation because the King
developing peritonitis was a frustrating event)

Breach of Contract and Remedies

A breach of contract occurs when one party fails to fulfill
their contractual obligations. Breaches can be complete or
partial, material or immaterial, and can result from a
failure to perform on time, a failure to perform in
accordance with the agreed terms, or a total repudiation of
the contract. Depending on the severity and nature of the
breach, various remedies may be available to the aggrieved
party.
6.0 Types of breach:
o Complete breach: This occurs when one party fails
to perform their entire contractual obligation. It
entitles the innocent party to seek remedies for
their loss.
o Partial breach: A partial breach occurs when there
is some performance under the contract, but it
falls short of complete fulfillment. Remedies for
partial breaches may include damages for the
unperformed portion.
o Material breach: A material breach happens when
one party fails to perform a contract term that is
fundamental to the agreement. It entitles the
innocent party to terminate the contract and claim
damages.
 o Immaterial breach: An immaterial breach occurs
when one party fails to perform a contract term
that is not fundamental to the agreement. The
innocent party may be entitled to claim damages
but cannot terminate the contract.
Remedies for breach of contract: The following remedies may
be available to parties who have experienced a breach of
contract:
o Damages: Monetary compensation awarded to the
injured party to place them in the position they
would have been in if the contract had been
performed.
o Specific performance: A court order that requires
the defaulting party to perform their contractual
obligations. This remedy is typically only granted
in circumstances where damages are insufficient or
the subject matter of the contract is unique.
o Rescission: The cancellation of the contract,
which restores the parties to their pre-
contractual positions. Rescission may be granted
in cases of misrepresentation, duress, or undue
influence.
o Injunction: A court order that restrains a party
from committing a breach of contract or compels
them to comply with the terms of the agreement.
o Restitution
7.0 Non Est Factum:
"In Halsbury's Laws of England, 4th edition at paragraph
1365, the circumstances when a person may raise the plea of
non est factum are considered thus: 'The plea of non est
factum or non nient so fait, is that by which a man sought
to be charged in some action or proceeding upon a writing
alleged to have been sealed and delivered by him avers that
it is not his deed. This plea is only available where the
party sued can show either that there never has been or
that there is none existing at the time of the plea, any
valid execution of the deed on his part. If a man, taking
reasonable care has nevertheless been induced by the
machinations of some other person (whether a party or
stranger to the deed) to execute a deed under a substantial
mistake (not merely as to the legal effect of known
contents of the deed) such that he believed it to be
fundamentally different in substance or in kind from what
it was, so that when he executed it, his mind did not
accompany his outward act, he may plead that for this
reason the deed is not his deed, and if this plea is
established by the evidence, the deed will be altogether
void from the beginning. A deed so procured is no more the
deed of the person who was thus induced to execute it than
is a forged deed." Per OGUNTADE ,J.C.A in tijani & anor v.
olufowobi & anor (1999) LPELR-13191(CA) (Pp. 6-7 paras. B-
B)

"It is rudimentary law that a person who signs a document

is bound by it. In ENEMCHUKWU vs. OKOYE (2016) LPELR
(40027) 1 at 16, Ogunwumiju, JCA stated: "In the absence of
fraud, duress or plea of non est factum, the signature of a
person on a document is evidence of the fact that he is
either the author of [the] contents [of] the document that
are above his signature or that the contents have been
brought to his attention. It does not matter that he did
not read the contents of the documents before signing it.
The general rule is that a party is estopped by his deed
and a party of full age and understanding is bound by his
signature to a document, whether he reads or understands it
or not. It is only a party that has been misled into
executing a deed or signing a document essentially
different from what he intended to execute or sign that can
plead non est factum as a defence in [an] action against
him." See also EZEUGO vs. OHANYERE (1978) 6-7 sc 171 at
184, ALLIED BANK vs. AKUBUEZE (1997) 6 NWLR (PT 509) 374
and IKOMI vs. BANK OF WEST AFRICA LTD (1965) LPELR (25243)
1 at 13-14." Per OGAKWU ,J.C.A in otti v. excel-c medical
centre ltd & anor (2019) LPELR-47699(CA) (Pp. 37-38 paras.
D-D)