INVITATION TO TREAT

• Date: 06 February 2019

(1) "An invitation to treat is merely a preliminary move in negotiations which may result into a contract. It is a phenomenon that is incapable of an acceptance that will lead to a contract. See I. E. Sagay, Nigerian Law of Contract (Ibadan: Spectrum Books Ltd., second Edition, 2000) page 14; Carlill Co. v. Carbolic Smoke Ball Company (1893) 1 Q.B. 256, In other words, an invitation to treat is a forerunner to the formation of a valid contract which is usually ushered in by an offer. Being an initial contractual step, it is not amenable to acceptance by another party. It cannot form the basis of a cause of action. See Neka B.B.B. Mfg. Co. Ltd. v. A.C.B. Ltd. (supra)." - Per Ogbuinya, J.C.A., in Oloja v. Gov., Benue State Suit No. CA/MK/11/ 2012; (2016) 3 N.W.L.R. (Pt. 1499) 217 at 243 - 244.

(2) "There is only what is called an invitation to treat which consists of a preliminary communication before a definite offer is made. In all cases contract between the parties, there must be an intention to be bound and parties must be ad idem." - Per Kalgo, J.C.A. in B. Stabilini & Co. Ltd. v. Obasi Suit No. CA/A/94/95; (1997) 9 N.W.L.R. (Pt. 520) 293 at 300.

(3) "In the construction of a document in an alleged contract or contractual relationship, a Court of law may determine the legal status of the document in the context of the five ingredients of a valid contract, where necessary. I therefore ask the question: Is Exhibit 1 an offer or an acceptance? Certainly, Exhibit 1 is not an acceptance. Is it therefore an offer? The heading of the exhibit is "REQUEST FOR A BANK FACILITY OF N18M". The operative word for our purpose now is "request". That word is used thrice in the exhibit. Only the two used at page 1 are contextually useful. The one at page 2 is not, as it refers to a third party. Is a letter of request consistent with a letter of offer? Better still, is a request tantamount to an offer? I think not. The language of a request has not the flavour of a contractual language. If anything, the language of request borders more on the office of friendship than the office of business. The word "request" in the context, means asking of a favour or to ask as a favour and with some element of politeness. While a...