What you should know before signing a contract (Part 2)
This is the 2nd
post in a series of articles on contract. The first article defined contracts
while this post will be examining the terms and contents of contracts.
post in a series of articles on contract. The first article defined contracts
while this post will be examining the terms and contents of contracts.
Terms of contracts can be
described as the rights and obligations of parties under the contract. For
instance, under a tenancy agreement, a term of the contract is for the tenant
to pay rent, another term is for the landlord to deliver the premises in
tenable condition.
described as the rights and obligations of parties under the contract. For
instance, under a tenancy agreement, a term of the contract is for the tenant
to pay rent, another term is for the landlord to deliver the premises in
tenable condition.
A term of contract may be
express. i.e. written out expressly in the contract while others may be
implied. i.e. it can be read into a contract though it is not expressly written
out in the contract. For instance under a contract to supply frozen chicken, it
is usually an express term to state the number of cartons of chicken the buyer
requires, however it may be implied into the contract that the seller must
deliver them in good condition, probably in a cooling van in other to keep them
in good condition and not with the cartons dripping with murky defrosted water
and chicken pieces falling out of the cartons.
express. i.e. written out expressly in the contract while others may be
implied. i.e. it can be read into a contract though it is not expressly written
out in the contract. For instance under a contract to supply frozen chicken, it
is usually an express term to state the number of cartons of chicken the buyer
requires, however it may be implied into the contract that the seller must
deliver them in good condition, probably in a cooling van in other to keep them
in good condition and not with the cartons dripping with murky defrosted water
and chicken pieces falling out of the cartons.
No matter what the
contract is for, either a contract to merge companies, buy a property, a
recording contract or a contract of employment. Understanding what terms are express
and those that can be implied into a contract is essential for all parties. As everyone
must know and understand their respective duties and obligations under the contract.
Failure to do this may result in conflict later on, if a party is seeking to
enforce a perceived right under the contract but the other party claims being
not obligated for that right. This may help save you and/or your company from
unwarranted liability.
contract is for, either a contract to merge companies, buy a property, a
recording contract or a contract of employment. Understanding what terms are express
and those that can be implied into a contract is essential for all parties. As everyone
must know and understand their respective duties and obligations under the contract.
Failure to do this may result in conflict later on, if a party is seeking to
enforce a perceived right under the contract but the other party claims being
not obligated for that right. This may help save you and/or your company from
unwarranted liability.
With regard to liability,
it is also important to identify if the alleged obligation is an actual term of
the contract or a mere representation. Also, if it can be implied into the contract.
it is also important to identify if the alleged obligation is an actual term of
the contract or a mere representation. Also, if it can be implied into the contract.
The fact that parties must
fully understand the terms of their contract is further expressed by the
Nigerian Supreme Court in Best (Nigeria) Limited v. Blackwood Hodge
(Nigeria) Limited & 2 Ors (2011) 1 -2 SC (Pt I) 55, where the court
held that –
fully understand the terms of their contract is further expressed by the
Nigerian Supreme Court in Best (Nigeria) Limited v. Blackwood Hodge
(Nigeria) Limited & 2 Ors (2011) 1 -2 SC (Pt I) 55, where the court
held that –
“A
contract ought to be strictly construed in the light of the essential and material
terms agreed by parties. The court should not allow a party to dribble the
other party”.
contract ought to be strictly construed in the light of the essential and material
terms agreed by parties. The court should not allow a party to dribble the
other party”.
It is recommended that
before you sign an agreement, you evaluate if the terms constitute a valid
contract and all parties are clear of their respective duties and obligations
under the contract. Also, do not hesitate to seek counsel from a legal
practitioner if you need to.
before you sign an agreement, you evaluate if the terms constitute a valid
contract and all parties are clear of their respective duties and obligations
under the contract. Also, do not hesitate to seek counsel from a legal
practitioner if you need to.
Dunmade Onibokun Esq.
Principal
Partner
Partner
Adedunmade
Onibokun & Co.
Onibokun & Co.
+2349095635314
Dunmade’s legal practice
focuses on corporate and commercial law, regulatory compliance, due diligence,
corporate advice and commercial transactions.
He is the Principal partner of Adedunmade Onibokun & Co. Dunmade is
also a blogger and publishes the Legalnaija Blawg via www.legalnaija.com
focuses on corporate and commercial law, regulatory compliance, due diligence,
corporate advice and commercial transactions.
He is the Principal partner of Adedunmade Onibokun & Co. Dunmade is
also a blogger and publishes the Legalnaija Blawg via www.legalnaija.com