What does your contract mean?

Often times, at the start of a contractual relationship, everything seems fine. But suddenly, both sides disagree on what the contract actually means. The words seemed clear enough at the time the contract was drafted. But context, timing, and the way the agreement was carried out can change how those words are understood—especially in court.

This article explains how Nigerian judges make sense of contracts when the meaning is disputed. It focuses on real-world issues that affect business owners, legal teams, and decision-makers— helping you avoid surprises and make better choices to manage risk and stay focused on growth.

A well-written contract helps. But knowing how it will be read helps even more.

How Courts Approach Interpretation

When contract terms are in dispute, Nigerian courts focus on what a reasonable outsider would understand the words to mean—not what either party privately believed at the time.

This objective approach brings predictability. It helps businesses assess risk at the drafting stage instead of reacting after problems arise. Courts look at the words used, how they fit together, and whether they make sense in the deal’s commercial context. Personal views and unspoken assumptions are set aside.

If the language is clear, that usually ends the matter. If not, the court may look at surrounding circumstances—but only to support a reading grounded in business logic.

The key message for business owners and advisers is to say what you mean and mean what you say. If the matter goes to court, you will be held to the words on the page—whether they still work in your favour or not.

The Starting Point: Plain Meaning of the Contract

Once the court begins its review, it starts with the basics— what do the actual terms say, not what the parties hoped to achieve.

Nigerian courts apply what is known as the literal rule: clear words carry their ordinary and natural meaning. That is the usual starting point, and often the end point too (Lewis v. U.B.A. Plc (2016) 6 NWLR (Pt. 1508) 329).

Why does this matter? Because once a contract is in dispute, the court will read it as it stands—not reshape it to suit the facts. That protects certainty. But it also exposes weak or careless drafting.

If a clause is badly worded or carelessly copied, it may still bind you. Courts will not rescue a party from the consequences of its own document.

So take time when reviewing your documents. Test each line for clarity. And remember—once signed, your contract says what it says, not what you wish it had said.

When Context Matters

Sometimes, clear words do not tell the whole story. Even simple phrases can take on different meanings once you consider how the deal was done, how it was carried out, and what each side understood at the time.

That is why courts look beyond isolated clauses when needed. They read the contract as a whole, aiming for a reading that fits the structure and purpose of the agreement. If two interpretations are possible, the court will choose the one that fits commercial logic and avoids an outcome that makes no practical sense (Eneche v. Airtel Networks Ltd (2015) LPELR-40400(CA)).

This is not a free pass to rewrite contracts. But where the wording is genuinely unclear, context can make a difference. The goal is to avoid strained readings that conflict with the way the contract was meant to work in practice.

For businesses, this highlights the value of joined-up drafting. Every clause should work with the rest. Gaps, inconsistencies or borrowed templates often break down when read in full.

The Risk of Ambiguity

Ambiguity in a contract rarely works out well—and when it arises, the burden often falls on the person who introduced the unclear wording.

This is know as the contra proferentem rule. If a term is genuinely ambiguous—capable of more than one reasonable meaning—the court will interpret it against the interests of the party who drafted or proposed it. The thinking is that the drafter was in the best position clearly articulate the position and should bear the risk of any confusion (Asogwa v. Chukwu (2003) 4 NWLR (Pt. 811) 540.)

The risk is especially high when using recycled contracts or standard templates. What looks efficient can turn expensive if the language does not match the deal at hand.

What’s Left Out: Pre-Contract Talks

When disputes arise, parties often refer to earlier conversations, emails, or drafts to explain what they meant. But Nigerian courts rarely allow these to influence how a written contract is interpreted.

The general rule is this: if it was not included in the final document, it does not count. Courts focus on what was agreed in writing—not what might have been said before. This protects the integrity of signed contracts and avoids turning every dispute into a debate about memory or intention.

There are narrow exceptions. Background facts known to both sides may help the court understand context. But even then, the words of the contract carry the most weight.

The takeaway is this: if it matters, put it in writing.

When Courts Add Missing Terms

Most contracts aim to cover all the bases. But in the real world, gaps happen. A key detail might be left out, either by oversight or because the parties thought it went without saying.

Nigerian courts do not rewrite contracts—but they may, in limited cases, imply a term that was not expressly included. This happens only where the missing piece is essential to make the agreement work, or where it reflects what both sides would have agreed if asked at the time.

The threshold is high. Courts will not imply a term just to make a contract more reasonable. The missing term must be necessary—not just helpful—and must not contradict anything already written.

Practical examples include cases where conduct between the parties suggests a mutual understanding, or where basic fairness requires it. But these are the exception, not the rule.

To that end, it is best not to make assumptions. Spell out your terms, especially on timing, payment, and performance. Because once in court, what you left out may stay out—unless the gap is so obvious that a judge cannot ignore it.

What Businesses Should Do

Even the best contracts cannot predict every twist in a business relationship. But a well-drafted one makes disputes less likely—and easier to resolve when they arise.

Start with clarity. Use plain language, not legal jargon. If a term has a special meaning in your industry, define it. Be precise with timelines, responsibilities, and remedies. A vague or recycled clause might save time at the start but cost far more if things go wrong.

Check how the pieces fit together. Contracts are not just collections of clauses—they are stories with a beginning, middle, and end. Each term should support the overall deal. Inconsistencies or missing links can create uncertainty and weaken your position if challenged.

Keep written records of key decisions and agreed changes. Verbal assurances or side emails may not hold up in court. If something matters, put it in the contract—or add a formal amendment.

Finally, do not rely on “common sense” to fill gaps. What seems obvious to you may look different to a judge. When in doubt, get advice early. It is far cheaper to fix a clause than to defend it.

About the Authors

This guide was prepared by the Dispute Resolution team at Broderick Bozimo & Company. The team advises on contractual disputes, commercial litigation, and arbitration, drawing on decades of experience representing clients in high-stakes matters across Nigeria.

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