Agreements in property acquisition and development (5)

From the foregoing, where the terms of an agreement are written in clear, simple and straight forward language that it requires no interpretation, it is only to be accorded its grammatical meaning. It is the law that where the words employed by the maker(s) of a document are simple, plain and clear the only duty the Court has is to give the plain words their ordinary meaning without more. The Court does not possess the jurisdiction to construe a contractual document in a manner that will be more favorable to a party than what the document has strictly stated.

The parties are bound by the documents that they have freely and voluntarily subscribed to. The following words of Tobi JSC in ODUTOLA v. PAPERSACK NIG. LTD. (2007) All FWLR (Pt. 350) 1214 at page 1235 are instructive on this issue: “Parties to an agreement may mutually but wrongly come to an understanding as to the legal content of it. That notwithstanding, a Court of law can only interpret the agreement strictly in its legal content and arrive at a conclusion on the law and the law alone in respect of it. A Court of law cannot construe the agreement to convey the meaning as understood by the parties, if it is different from the real meaning of the agreement.”

Again in IDONIBOYE-OBU v. NNPC (2003) FWLR (pt.146) 959 at 1007, the same Tobi JSC said: “A party who has opened his heart, mind and eye to enter into an agreement is clearly bound by the terms of the agreement and he cannot seek for better terms midstream or when the agreement is a subject of litigation, when things are no longer at ease. Although a party may seek for better terms, the Court is bound by the original terms of the agreement and will interpret them in the interest of justice.”

It is equally important to mention the concept of novation of contract and what it entails. It is not a strange occurrence in law for parties to an agreement to vary the terms thereof by executing another one. Novation is one of the ways in which parties can vary the terms of their agreement. The Court in the case of ONEGBEDAN v. UNITY BANK PLC (2014) LPELR-22186 (CA) Pp. 23-24, paras. C-C, gave a wholesome definition of novation, where it held thus: “Contract by novation is a form of assignment in which by consent of all parties thereto, a new contract is made and substituted for an existing contract.

Hence one of the essentials of the new contract, that is, novation, is that the consent of all the parties must be obtained. However, such consent need not be in writing; it may be inferred from the conduct of the parties, without express words.’’

The learned authorts of Black’s Law Dictionary, 8th Edition at page 1094, defined Novation as: “(1) The act of substituting for an old obligation, a new one that either replaces an existing obligation with a new obligation or replaces an original party with a new party. A novation may substitute (1) a new obligation between the same parties, (2) a new debtor, or (3) a new creditor.”

Further, the distinguished and learned authors of G.C. Cheshire and C.H.S. Fifoot, 8th Edition, at page 504 thereof, said: “Novation is a transaction by which, with the consent of all the parties concerned, a new contract is substituted for the one already made. The new contract may be between the original parties e.g. where a written agreement is later incorporated in a deed, or between different parties, e.g. where a new person is substituted for the original debtor or creditor.”
Concluded

Adegboruwa is a Senior Advocate of Nigeria (SAN)