CONTRACT – INVITATION TO TREAT – What is an invitation to treat; whether same constitutes an offer or a contract enforceable by an order of specific performance

“…In my view, and to all intents and purposes, the aforementioned documents relied upon by the Appellants does not, by a stretch of imagination create any valid contractual relationship that will move this Court to grant the reliefs as sought by the Appellants. At best, the said documents constitute nothing more than an invitation to treat as rightly found by the trial Court and affirmed by the lower Court. And as correctly held by this Court in B.F.I. GROUP CORPORATION VS BUREAU OF PUBLIC ENTERPRISES (2012) 18 NWLR (P 11322) 209, an offer must be distinguished from an invitation to treat. An invitation to treat is the first step in negotiations between the parties to a possible contract. It is not enforceable by way of an order for specific performance as being sought by the Appellants. It is more like asking this Court to embark on a mission impossible. An invitation to treat may or may not lead to a definite offer being made by one of the parties to the negotiation. It is not an offer that can be accepted to lead to an agreement or contract. See BPS CONSTRUCTION AND ENGINEERING CO. LTD VS FEDERAL CAPITAL DEVELOPMENT AUTHORITY. (2017) LPELR-42516 (SC). ?An invitation to treat is merely a communication by which a party is invited to make an offer. It is therefore different from an offer mainly on the ground that it is made with the intention that it will create a binding relationship as soon as the person to whom it is addressed responds to the invitation as in the instant case where the Appellants in response to Exhibits B, B1 to B95 and C took steps to purchase the forms for the sale of the houses. The said procurement, filling and return of the forms as shown in Exhibits F, F1 to F97 does not unfortunately create any legal relationship or a binding contract between the parties that will justify an order for specific performance by this Court as sought by the Appellants. This can only be possible when there exists a valid contract between the parties and such valid contract can only emerge where all the elements constituting such are put in place. That is to say, there must be an offer, acceptance, consideration, and an intention to create a legal relationship. ?It follows therefore that, there can be no order for specific performances as sought by the Appellants unless there is a definite and certain contract between the parties. See BEST (NIG) LTD VS BLACKWOOD HODGE (NIG) LTD & 2 ORS (2011) 1-2 SC (PT.I) 55; NLEWEDIM VS UDUMA (1995) 6 SCNJ 72 and HELP (NIG) LTD VS SILVER ANCHOR (NIG) LTD (2006) 2 SCNJ 178. To constitute a valid contract, there must be an agreement in which the parties are ad idem on essential terms and conditions thereof and the promise of each party must be supported by consideration.” Per SAMUEL CHUKWUDUMEBI OSEJI, JSC in ABDULLAHI & ORS v. EL-RUFAI & ORS (2021-LCER-40454-SC) (Pp 18 – 21 Paras F – B)

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