Further Thought on: “An Unsigned Contract may still be Enforceable between the Parties

Re: MTN (Nig.) Communications Ltd. v. Corporate Communications Inv. Ltd. [2019] 9 NWLR (Pt. 1678) 427; (2019) LPELR-47042(SC).

I have read a review of the above case which has gone viral to the effect that an ‘unsigned’ contract is enforceable. With respect, I do not share the same position for the following reasons:

First, there is nothing spectacular about this decision as it is a re-statement of the law established in a long- line of cases such as A.G. Kaduna State v. Victor Bassey which is to the effect that parties can enter into a contract by conduct even without a document/paper . That is, the court will infer the existence of a contract if, from the interaction and conduct of the parties, they have shown an intention to be bound by a contract the terms of which are contained in a document though unwritten.

In determining the case, the court relied on equitable maxims such as ” equity looks to the intent rather than the form” and ” equity acts in personam”. However, the court did not re-invent the wheel by saying that an unsigned contract is enforceable. That is far from it. The law on the effect of unsigned document has not changed; it’s still a worthless piece of paper. The Evidence Act is very clear on this, and in this respect ( i.e. admissibility of documents), equity has no choice but to follow the statute i.e. the Evidence Act. The court can not rely on equitable maxims to admit what is inadmissible under the Evidence Act.

In the case under review, the “Exh.A” i.e the “unsigned” document was signed by the Respondent. Therefore, it is not a case of an unsigned document; rather it was a case of ‘undue’ execution of the document i.e “Exh. A”. From the record, it’s obvious the court admitted the said “Exh.A” which was not completely “unsigned”.

The decision of the court gave effect to the contract which existed by the conduct of the parties though contained in the ‘unsigned document’; it did not give effect to an unsigned document. The fate of an unsigned document is irredeemable!

The Supreme Court did not create a new rule here; it rather re-iterates the old rule of law of contract that despite the absence of documents, or words ( oral communication) , the court can infer existence of a contract by reference to the conduct of the parties.

Finally, perhaps, the Supreme Court has clearly taken advantage of the opportunity presented by this case to distinguish justice from technicalities, and demonstrate further that the apex court is not only a court of law, but also a court of justice; and in appropriate cases, it will dispense justice not based on technicalities but substantial justice.

Private Law Dept,
ABU Zaria

Click to Join Our Facebook Group

Share your Story with us on Whatsapp

Join our Whatsapp group and get instant updates.

Join Nigeria Information Facebook Group

Steps To Subscribe To the Court of Appeal Reports Nigeria

Win your Court cases today, Get Affordable Supreme Court Law Reports >> CLICK HERE

BESTSELLER: Get A-Z of contemporary laws of ELECTRONIC EVIDENCE in Nigeria By Alaba Omolaye-Ajileye. To ORDER, sms or call : +2347063666998, +2348159307051 or email jurispublicationseries@gmail.com

Alexander Payne: Get these Law books to aid your practice.

Supreme Court Judgments on Lands (1907-2013) and Nigerian Company Law Cases (1945-2016) are going for 120k per set.The Reports contain valuable and uncommon locus classicus for Legal research, opinion, and advocacy. Grab your copy now!!! Call 09091130714 or 07084004038

Leave a Reply

Your email address will not be published.

%d bloggers like this: