Introduction
In contractual disputes, it is not enough for a claimant to merely allege that a contract was breached. Nigerian courts have consistently emphasized that a plaintiff seeking to succeed in an action for breach of contract must establish the existence of a valid and enforceable contract, the breach itself, and the loss suffered as a result. Several decisions of the Supreme Court and Court of Appeal shed light on what must be specifically pleaded and proved in such cases.
Proof of a Valid and Enforceable Contract
In Okafor v. C.B.N. (2025) 7 NWLR (Pt. 1988) 109, the Court of Appeal reiterated that to succeed in an action for breach of contract, a claimant must establish not only that there was a breach but also that there existed a valid and enforceable contract. The Claimant must plead specific facts showing how the contract was formed, its terms, and the nature of the obligations breached. The court further held that a claimant must also lead credible evidence to prove the nature of the breach and the consequential damages suffered.
Establishing Breach of Contract
A breach occurs when a party fails, neglects, or refuses to perform an obligation undertaken in a contract without lawful excuse. In Adedeji v. Obajimi (2018) 16 NWLR (Pt. 1644) 146, the Court held that a breach is committed when a party fails to perform the obligation he undertook, performs it defectively, or renders himself incapable of performing it. Similarly, B.A.L. Co. Ltd. v. Landmark University (2020) 15 NWLR (Pt. 1748) 465defined breach of contract as a violation of contractual obligations by non-performance or repudiation.
When a Breach Occurs
The Supreme Court in Ethiopian Airlines v. Polaris Bank Ltd. (2025) 6 NWLR (Pt. 1987) 451clarified that a breach of contract occurs when one party, without lawful justification, fails or neglects to perform his obligations under the contract or acts in a way inconsistent with its terms. In that case, a bank’s action in delivering a bank draft contrary to the customer’s mandate was held to constitute a breach of their contractual relationship.
What the Claimant Must Plead
It is not sufficient to make vague assertions of contractual violations. In Price Water House v. Momoh (2020) 18 NWLR (Pt. 1755) 32, the Court of Appeal emphasized that a Claimant must plead facts showing:
1. The existence and subsistence of a valid contract;
2. The express or implied terms of that contract;
3. Which terms were breached; and
4. The manner in which the breach occurred.
Furthermore, the Claimant must demonstrate that they had fulfilled their own obligations under the contract, as these form the conditions precedent to enforcing any right thereunder.
Proof of Loss or Damage
The claimant’s success often depends on proof of actual loss. In Syndicated Invest. Holdings Ltd. v. Nitel Trustees Ltd. (2023) 5 NWLR (Pt. 1876) 131, the court held that a claimant must prove to have suffered specific losses reasonably arising from the breach. A mere assertion that a contract was breached without evidence of consequential damage is insufficient.
Nonetheless, where the Claimant has suffered no measurable pecuniary loss, the court may still award nominal damages, as affirmed in B.A.L. Co. Ltd. v. Landmark University (supra).
When General Damages May Be Awarded
The Court in Olusoga v. Adetola (2018) 12 NWLR (Pt. 1634) 483 recognized that general damages may be awarded where evidence shows that a party suffered loss as a result of the breach. The court noted that while the classification between special and general damages has become less rigid, there must still be proof that damage was indeed suffered.
Declaratory Reliefs in Breach of Contract Claims
Where a Claimant seeks declaratory reliefs as part of a contract claim, he must show a legal interest or right forming the foundation for the declaration sought. In Ibrahim v. Musa (2024) 14 NWLR (Pt. 1959) 475, the Court held that a declaratory relief will only be granted where the claimant establishes a clear legal right to the declaration sought.
The Legal Consequence of Breach
Finally, the Court of Appeal in Nitel Trustees Ltd. v. Syndicated Inv. Holdings Ltd. (2023) 5 NWLR (Pt. 1876) 93 reaffirmed that a party who fails to perform a contractual obligation within the stipulated period, or in accordance with agreed terms, incurs liability to pay damages. The court found that selling a property to a third party before the expiration of an agreed deadline for exercising a right of first refusal amounted to a clear breach.
Conclusion
In essence, the success of any breach of contract action depends on three key elements:
1. Proof of a valid and enforceable contract;
2. Proof of a breach of its terms; and
3. Proof of loss or damage suffered as a result.
A Claimant who fails to plead and prove these essential elements risks having their claim dismissed, regardless of any perceived wrongdoing by the defendant.
Disclaimer:
This article is for general information and educational purposes only and does not constitute legal advice. For legal guidance on breach of contract claims or related matters, please consult a qualified legal practitioner.
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