CAN A PARTY ENFORCE A CONTRACT HE FAILED TO SIGN IN NIGERIA?



It is natural and logical that only parties who have signed a contractual agreement should take steps to enforce such a contract. By signing the said agreement, they have proclaimed themselves to be the recognized parties to the contract.  However, what happens in the event that a 3rd party seeks to enforce a contract he did not sign and is consequently not a party to? 

Generally, an unsigned document has no judicial value. In fact, it has been described as a worthless piece of paper which cannot benefit anybody that seeks to rely on such documents as explained in the case of Lawrence v. Olugbemi & ors (2018) LPELR 45966 (CA). An unsigned document cannot generate or initiate an action. In law, an unsigned document has no weight attached evidentially.  Thus, it is incapable of being used by a court to resolve facts that are disputed in an action between the parties. The cases of Mbang v. Guardian Newspapers Limited & anor 2010 LPELR-CA/C/100/2008; Garuba v. Kwara Investment Co. (2005) 5 NWLR (Pt. 917) are explanatory.

On whether a party who did not sign a contract can go ahead to enforce such a contract, this largely depends on the circumstances of the case. If after due consideration of the surrounding circumstances, there is in existence, the basic elements of a contract, i.e. offer, acceptance and consideration, then an implied contract can be said to be in place. 

However, we must on the forget one of the hallowed principle of the Law of Contract. i.e.  the principle of “privity of contract”, a party who fails to sign an agreement cannot rely on such an agreement neither can he enforce it because he will be regarded as a stranger to that agreement.In the case of Coast Oil Limited v. Tuboscope Vetco International & anor (2019) LPELR -46450 (CA), the court noted  that “It is an elementary principle of law that the doctrine of privity of contract is to the effect that a person who intends to enforce a contract must show, not only that he gave consideration but also that he is a party to that contract. In law, a contract exists only between parties to it.”

Furthermore, in the case of Reichie v. NBCI (2016) LPELR (40051) 1 at 25, it was noted that a stranger cannot acquire rights or incur obligations arising from a contract to which he is not a party.

By Chinecherem Ubaka & Inyiama Ezinne.

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