PABLO AMARAN v. EDUCATION TRUST FUND
(2014) LCN/7022(CA)
RATIO
CONTRACT: WHAT CONSTITUTE A VALID OFFER
A binding contract that is capable of being enforced by the court, must possess the ingredients of offer, acceptance, consideration, intention to create legal relations and capacity to contract – OMEGA BANK VS. O.B.C LTD (2005) 8 NWLR (Pt. 928) 547; CHIEF YARO VS. AREWA CONSTRUCTION LTD (SUPRA) and B.F.I.G VS. B.P.E (SUPRA). Thus, before an agreement can come into existence, there must be an offer which is precise and certain, which must be accepted unconditionally. An offer springs from the offeror to the offeree, for the purpose of entering into an agreement to do or refrain from doing a thing.
It must be precise, to enable the offeree to understand it and accept it -U.B.N VS. SAX (1994) 8 NWLR (Pt. 361) 150.
An acceptance is a signal to the offeror, indicating acceptance of the offer. It must be such that it is the terms of the offer that have been accepted and no less. The acceptance has to be clear, unequivocal without variation. See U.B.N. VS. OZIGI (1991) 2 NWLR (PT. 176) 677; INNIH vs. FERADO (1990) 5 NWLR (Pt. 152) 604 and GREEN FINGERS vs. YUSUF (2003) 12 NWLR (Pt. 835) 488. In the 8th Edition of Black’s Law Dictionary “acceptance” was defined as “An offeree’s assent, either by express act or by implication from conduct, to the terms of an offer in a manner authorized or requested by the offeror, so that a binding contract is formed.”
As stated earlier on, when an offer is made, it must be accepted first before a contractual agreement can come into being – COLLEGE OF MEDICINE VS. ADEGBITE (1973) 5 SC 149. And when parties clearly express their intention in a document, it is that document that will be looked at, not other documents that do not form part of the intention of the parties – NNEJI VS. ZAKHEM (2006) 12 NWLR (Pt. 994) 297. Here, the respondent offered a date of commencement of the agreement. The appellant felt that the date was not feasible and so counter-suggested another commencement period. It was definitely not an ADVICE offered by the appellant but a categorical counter-offer. The appellant did not accept the offer in terms of the offer of the respondent, so it was not an acceptance. There is no document before the court to show that the appellant accepted the offer wholesale, as it should have done. There is also no document to show that the respondent accepted the counter-offer. The court cannot look at other documents not forming part of the agreement between the parties to determining whether there was an agreement or not. The law is clear that where an agreement is subject to confirmation by a party, who fails to so confirm it, and he goes ahead to add further conditions, then the agreement is reverted to a position of negotiation. It is only when the new terms are accepted by the original party offering, that a binding contract can come to fruition – LAWAL VS. UNION BANK (SUPRA) at page 31. Similarly, when an offeror makes an offer, and the offeree adds conditions or varies the terms of the offer, there is no acceptance of the offer, and the offeree now becomes an offeror of the new terms and negotiations begin again. If the original offeror accepts the new terms, as offeree, then a binding contract arises, otherwise there is no acceptance and there is no agreement binding on the parties. Per Abubakar Datti Yahaya, J.C.A
