Pastor Joshua Allen is the CEO of ATM Pharmaceutical Company Ltd., Akure. On the 25th day of January, 2016, he entered into a contract of sale of some drugs on behalf of the Company with Miss Oladipo who is also a renowned Pharmacist at the sum of N750, 000. This was based on the agreement that she would not resell the drugs below N1million or pay the sum of N500, 000 for the breach and that in the event of a sale to her customers she would extract the same promise from them. On the 31st day of March, 2016, Miss Oladipo sold the drugs to the MD of Federal Medical Centre, Sagamu, Dr. Tolani Awokoya at the sum of N1.2million and he agreed to observe the restriction or pay the sum of N500, 000 for the breach. On the 1st day of November 2016, Dr. Tolani Awokoya sold the drugs to a community hospital at N800,000 and ATM Pharmaceutical Company has instituted an action against the Federal Medical Centre, sagamu to enforce the promise N500,000 for such breach.
Points to note:
1. The principle of law is that a person who is not a party to a contract although the contract was made for his benefit cannot sue on the contract.
2. In other words, a contract, generally, cannot confer enforceable rights or impose obligations arising under it on any person except those who are parties to it. For instance, if your Project Supervisor contracts with Royal Diadem Consults to help you with your project analysis and the latter failed to do so, you don’t have a right to sue because you’re not a party to the contract.
3. The parties to a contract are those who communicated with each other and fulfilled the basic elements of a valid contract to bring the agreement into existence.
4. The main reason behind this principle is that only a person who is a party to a contract can sue and be sued on it.
5. However, parties have the freedom to enter into a contract based on their desired terms and they can include such third party involvement in their initial agreement.
6. Nonetheless, the party to the contract can sue the party who defaulted by joining the third party for whose benefit the contract was made as a party.
It is apparent that ATM Pharmaceutical Company does not have a right to sue because the Company was not a party to the contract between Miss Oladipo and Federal Medical Centre, Sagamu. However, the only bailout he has is to persuade Miss Oladipo to sue FMC, Sagamu and join him as a necessary party.
THE LEGAL DIARY
Joseph Jagunmolu Ogunmodede
Joseph Jagunmolu Ogunmodede is the Founder/CEO of THE LEGAL DIARY.
He is a Double First Class lawyer from the prestigious University of Ibadan and the Nigerian Law School. Joseph is an Associate at Udo-Udoma and Belo-Osagie with interest in Corporate Law, Energy Law, Real Estate Law and Commercial Litigation. Joseph is also a Chartered Mediator.