A contract is one of the most essential instruments in both commercial and personal legal relationships. Black’s Law Dictionary defines a contract as “a promise or set of promises for the breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty.” Clear language, therefore, is central to ensuring that these promises are understood and enforceable.

Ambiguity undermines the purpose of a contract. As Justice Learned Hand famously stated, “Words are chameleons, which reflect the colour of their environment.” This reality makes precision indispensable in legal drafting, especially in Nigeria where courts insist on giving effect to the plain meaning of contractual terms.

Why Clear Language Matters in Contracts

When the parties express their terms clearly, the obligations, rights, and expectations become unambiguous. Nigerian courts strongly favour the literal rule, applying the natural and ordinary meaning of words where they are clear.

Ambiguous wording leads to disagreement because each party may adopt a different interpretation. This increases the likelihood of litigation and delays in performance. Clear drafting avoids these problems and supports predictability, certainty, and mutual understanding.

Clear and precise language is indispensable in contract drafting as courts are reluctant to depart from the ordinary meaning of words freely chosen by parties this principle was firmly illustrated in the recent case of Arnold v Britton, where the United Kingdom Supreme Court held up a service charge that increased by 10% annually, notwithstanding the severe financial burden it produced over time. The court stressed that it is not its function to rescue parties from an imprudent or onerous bargain when the contractual wording in unambiguous.

How Nigerian Law Approaches Ambiguity

The Nigerian jurisprudence reflects the same approach in Zakhem Construction (Nig) Ltd v Nneji, the Supreme Court affirmed that where the terms of an agreement are clear, the court must give effect to them and cannot introduce equitable considerations to soften their impact. Nigerian courts further apply the doctrine of contra proferentem, construing ambiguous terms strictly against the drafter.

The Nigerian appellate courts consistently uphold four key principles:

1. Clear words must be given their natural meaning.

However, where the meaning of words used are not clear, the court will fall back on the intention behind the words. Above all, it is not the function of a court of law to make agreements for parties or to change their agreement as made. See African Reinsurance Corporation v. Fantaye (1986) 1 NWLR (Pt.14) 133. PER TOBI, J.S.C.

2. Courts do not rewrite contracts. As Karibi-Whyte JSC stated, “It is not the business of the courts to write contracts for parties.”
3. Where ambiguity exists, courts may consider surrounding circumstances.
4. Extrinsic evidence is allowed only to clarify ambiguity not to alter or add new terms.

Key Nigerian Authorities

In Adetoun Oladeji (Nig) Ltd v Nigerian Breweries Plc, the Supreme Court stressed that courts must give effect to the terms the parties freely agreed. Where, there is a contract regulating any arrangement between the parties, the main duty of the court is to interpret that contract to give effect to the wishes of the parties as expressed in the contract document. See Oduye v. Nigeria Airways Limited (1987) 2 NWLR (Pt.55) 126. In the construction of documents, the question is not what the parties to the document may have intended to do by entering into that document, but what is the meaning of the words used in the document. See Amizu v. Dr. Nzeribe (1989) 4 NWLR (Pt.118) 755. PER TOBI, J.S.C The Court refused to introduce any interpretation not supported by the written instrument.

Similarly, in Omega Bank Plc v O.B.C. Ltd, the Supreme Court reiterated that the court’s function is limited to interpretation. Tobi JSC warned that: “Courts must refrain from the temptation to construe a contract in a manner that creates a new agreement for the parties.”

In Mekwunye v Imoukhuede, the Court emphasised that although extrinsic evidence may be used to aid interpretation, it must only illuminate ambiguous terms, not substitute them. The decision underscores that clarity at the drafting stage prevents the need for judicial intervention

Practical Drafting Tips

1. Prefer simple, direct expressions over archaic or overly legalistic wording.
2. Define technical terms and key concepts.
3. Avoid long sentences or multiple ideas in one clause.
4. Review and proofread for inconsistencies or vague terminology.
5. Ensure that obligations, timelines, and conditions are explicit.

Conclusion

Ambiguity is the enemy of good contract drafting. Nigerian courts consistently uphold the principle that clear words must be given their natural meaning, and that courts cannot rewrite agreements under the guise of interpretation. Incorporating precise, simple, and well-structured language not only strengthens contractual relationships but also aligns with long-established judicial expectations and drafting best practices. Clarity reduces disputes, enhances certainty, and reinforces the binding force of a contract as recognized under Nigerian law.