offer, acceptance, & consideration

Yes. The purpose for law is to do substantial justice, the rigid application of the law will be relaxed where it would lead to injustice. A contract which ought to be in writing and was not written, can nevertheless be valid where: i. There is an act of part performance by one of the party to the contract ii. Where the contract is one done under customary law iii. Where a land is sold by an order of the court. iv. Contracts entered into before the commencement of the laws that require that such contract be in writing. See WAKEMAN v MACKENZIE (1968) 2 ALL E.R 783

An offer which is 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. Acceptance on the other hand means the act of assenting to an offer. Please, note that an acceptance of an offer to create a contract must be made while the offer subsists for the offeree who must know of the offer. To constitute an acceptance, the assent to the terms of an offer must be absolute and unqualified. If the acceptance is conditional or any fresh term is introduced by the person to whom the offer is made, his expression of assent amounts to a counter-offer, which in turn requires the acceptance of the person who made the original offer. MIKANO INTERNATIONAL LIMITED VS EHUMADU (2013) ALL FWLR (PT 607) 658.

A party seeking to enforce his right under any existing contractual agreement must show that he has fulfilled all the conditions precedent and that he has performed all those terms which ought to have been performed by him in the said contract under which he is claiming to enforce his right. BFI GROUP CORP. v. BUREAU OF PUBLIC ENT. (2013) All FWLR (Pt. 676) 444 SC

An offer is the expression by a party (offeror) of readiness to contract on the terms specified by him which if accepted by the other party (offeree), may be verbal, written, or implied from the conduct of the offeror, which give rise to a binding contract. See MEKWUNYE v. W.A.E.C. (2020) 6 NWLR (Pt. 1719) SC; ODUBAWO v. FSDH SEC. LTD. (2020) 8 NWLR (Pt. 1725) SC

Yes. An invitation to treat is not an offer that can be accepted to lead to an agreement or contract. An invitation to treat is the first step in negotiations between the parties to a contract. Invitation to treat may or may not lead to a definite offer being made by one of the parties to the negotiation. BFI GROUP CORP. v. BUREAU OF PUBLIC ENT. (2013) All FWLR (Pt.676) 444 SC; NEKA B.B.B. MANUFACTURING CO. LTD v. AFRICAN CONTINENTAL BANK LTD (2004) All FWLR (Pt. 198) 1175

Acceptance is the act of assenting to an offer. Offer must be subsisting when acceptance is made for there to be a legally binding contract. To constitute an acceptance, the assent to the terms of the offer must be absolute and unqualified. MIKANO INTERNATIONAL LIMITED v. EHUMADU (2013) All FWLR (Pt. 667) 658 CA; ORIENT BANK PLC. V. BILANTE INT. LTD (1997) 8 NWLR (Pt. 515) 37.

If the offeree carries out or performs the act that is in accordance with the terms of the contract without an oral or written communication, it will be deemed that the offer is accepted by conduct. INLAND REVENUE COMMISSIONER v. FRN (2002) B.T.C; Ch.D

Yes, consideration must move directly from the offeree to the offeror for a valid contract to be formed. However, when it is a contract of guarantee, consideration need not move directly between the person giving it and the person receiving it. See JOE ANWANSI V PADE CHABASAYA (2000) I NWLR (Pt. 661) 408; AMAO V. AJIBIKE (1956) W.R.N.L.R 121

A. No. A police officer cannot enforce any contract he enters into where his consideration is the performance of his public duty. However, where the police officer acts outside the scope of his normal duty then such act should be valid consideration for the contract. See COLLINS v GODEFREY (1831) 1 BA Ad 950.

No, the principle will not apply where there is disagreement as to the actual amount of debt involved. See LALEMI v SEVEN-UP BOTTLING COMPANY & ANOR (1963) LLR 39.

No, this is one of the exceptions to the PINNELS CASE. Where a third party satisfies a debt by a lesser amount agreed by the creditor in favour of the debtor the creditor can no longer sue the debtor for the balance. HARACHAND PUNAMCHAND v TEMPLE (1911) 2KB 330

A counter-offer also known as a qualified acceptance is a condition whereby the offeree instead of accepting the offer as presented by the offeror mutates or alters or changes the terms of the offer by imputing his own terms in the initial terms. For example, A offers B N1,000,000.00 to buy and supply cement to his construction site. B, instead of accepting the offer of supplying the cement to A’s construction site, offers A the option to pay N1,200,000.00 as the sum for the purchase of the cement and transportation. ODUBAWO v. FSDH SEC. LTD. (2020) 8 NWLR (Pt. 1725) SC; OMEGA BANK (NIG.) PLC v. O.B.C. LTD (2005) 8 NWLR (Pt. 928) 547.

For an acceptance to be operative, it must be plain, unequivocal, unconditional and without variance of any sort between it and the offer. MIKANO INTERNATIONAL LIMITED v. EHUMADU (2013) All FWLR (Pt. 667) 658 CA

Ordinarily, past consideration is not good consideration for a valid contract. However; i. Where A request B to do an act for him but without A and B reaching any agreement for payment and A subsequently agreed to pay B for his service because both parties appreciated that the service was to be paid for, the promise by A to pay B would be enforceable not withstanding that the promise came after the first agreement between A and B. ii. Secondly, the bill of exchange Act provide some exceptions: a. Any consideration sufficient to support a simple contract. b. An antecedent debt or liability SECTION 27 (1) BULLS OF EXCHANGE ACT 1917. See also LAMPLEIGH v BRATHWAIT (1615) HOBART 105

No. A contract need not be in writing before it can be valid. An oral contract is a valid contract. However, the following contract must be in writing for it to be valid; a. Contract for the sale of land b. Contract of guarantee c. Marine insurance contract d. Bill of exchange, including cheques and promissory notes e. Contract for the transfer of shares in a company f. Contract under the Money Lenders Act, contract under the Hire Purchase Act. See SEC. 22 MARINE INSURANCE ACT 1906 BILLS OF EXCHANGE ACT 1917; SEC.32 (1) (A) COMPANIES AND ALLIED MATTERS ACT 2020 SEC. 4 STATUS OF FRAUD ACT 1677 (No longer applicable in Lagos and the former western region of Nigeria, now replaced by the LAW REFORM (CONTRACTS) ACT 1961 AND THE CONTRACT LAW 1959 respectively).

No. Several documents which are sufficiently connected can be joined together and construed as a memorandum for the purpose and oral evidence may be given to establish the link between the several documents. PEARCE v GARDNER (1891) 1 Q.B 688

In every valid contract that is capable of being enforceable, there must be a co-existence of definite offer, an unqualified acceptance, a legal consideration, and intention to create legal relation. ODUBAWO v. FSDH SEC. LTD. (2020) 8 NWLR (Pt. 1725) SC

The intention of parties to create a contract can be determined by the express statement of the parties or by their conduct, for instance, where a person deposit some money in a bank to show sincerity’ of his intent, it can be rightly held that such person has the intention to create a binding contract by his conduct. See CARBOLIC SMOKE BALL Co v CARLILL (1893) 1 Q.B 256; ELIZA MORRIS v JOHN MONROVIA (1930) 1 WACA 70

For there to be a binding contract between parties, there must be a meeting of the mind referred to as “consensus ad idem”, which means “meeting of the mind”, which mutual consent relates to an offer and acceptance. MEKWUNYE v. W.A.E.C. (2020) 6 NWLR (Pt. 1719) SC; BILANTE INT’L LTD. v. NDIC (2011) 15 NWLR (Pt.1270) 407

Consideration is the price paid by the offeree for the promise of the offeror to him. It is the inducement to contract; the cause, motive or impelling influence which induces a contracting party to enter into a contract. Consideration is important because without it a contract cannot be enforced. If “A” offers to sell a car to “B”, “B” is expected to pay a specific amount to “A” as consideration. Where “A” refuse to give “B” the car after “B” might have paid the money required, then “B” can sue to enforce the contract against “A” or sue for compensation as a result of the breach of the contract. SEE DUNLOP V. SELFRIDGE (1915) AC 847; BFI GROUP CORP. v. BUREAU OF PUBLIC ENT. (2013) All FWLR (Pt.676) 444 SC

You can institute an action against “B” at the High court of the state for a declaration that you’re still the Owner of the property or alternatively for an order against “B” to perform his own part of the contract by paying the purchase price. It is irrelevant that you have conveyed the property to him by deed as failure of “B” to pay the purchase price means that no contract exist. For a valid contract to exist, there must be an offer, an acceptance, a consideration and the intention to enter into legal relation, “B” has clearly failed to furnish consideration. As such no contract has been formed. See JOE ANKWANSI V, PADE CHABASAYA (2000) I NWLR (Pt. 661) 408; AKENZUA 11, OBA OF BENIN V BENIN DISTRICT COUNCIL (1959) WRNLR 1

No, the court has not right to determine whether a consideration is sufficient to a contract or not. Once the parties agree to a consideration in a contract, it becomes binding. The court is only interested in whether the parties by nature of the contract can show that somebody suffered some detriment or somebody enjoyed some benefit. See SPDC (NIG) LTD v ALLAPUTA (2005) 9 NWLR (Pt. 931) 475 at 500

Where a contract is made subject to the fulfillment of certain conditions, the contract is not formed or binding unless and until those terms and conditions are complied with and fulfilled. BEST (NIG) LTD VS BLACKWOOD HODGE (NIG) LTD (2011) 5 NWLR (PT 1239) PG 95 @ PAGE 126.

No. There is no specific mode of writing required. A note or memorandum containing the following is sufficient: i. Name or enough description of the parties. ii. Ample description of the subject matter iii. The consideration for the contract iv. The document must contain the signature of the party to be charged, that of his agent or representative duly authorized by him. See HAMILTON v KOFEI MENSAH (1937) 3 WACA 224.

A counter-offer or qualified acceptance cannot give rise to a binding agreement as the offeree did not unconditional accept the offer. In effect, for there to be a binding agreement, the offeree must accept the offer as it is without any condition. MIKANO INTERNATIONAL LIMITED v. EHUMADU (2013) All FWLR (Pt. 667) 658 CA

Offer subject to contract means that the subject matter of a contract is still in negotiation and until formal contract is executed. It is a daily practice for intending purchasers of properties who are making an offer to make their offer in the form of subject to contract with the result that they are not anytime bound. MIKANO INTERNATIONAL LIMITED v. EHUMADU (2013) All FWLR (Pt. 667) 658 CA; UBA PLC. v. TEJUMOLA & SONS LTD (1988) 2 NWLR (Pt. 79) 662

There is no specific manner or mode in which an offer must be made for it to be valid. Once there is a clear expression that the offeree agrees to the terms of the offer and to be bound by it, then the acceptance is valid. Acceptance can be communicated orally, in writing, or by conduct to the offeror. MAJEKODUNMI v. N.B.N. (1978) 3 SC 119 at 12.

No, a person cannot take advantage of a consideration to a contract he is not part of. If “C” is indebted to “D” and “D” is indebted to “X” and “Y” separately, and X and D agrees that C will pay his debt to X, and X agrees to pay D’s debt to Y. “Y” cannot sue X on the promise X had with D if X having received the money from C nevertheless neglects to settle D’s debt to “Y”. This agreement between X and D as such Y cannot act in the consideration of either. BOURNE v MASON (1670) 1 VENTRIS 6; DUNLOP v SELFRIDGE (1915) A.C. 847.

Yes, “Y” can sue for the balance of N40, because “X” did not furnish any consideration to the statement of “Y” that collection N60 will be for full and final payment of debt. Payment of a lesser sum of money will only be capable of satisfying an entire debt if it is supported by consideration. PINNELS CASE (1602) CO.REP 1179.