The case which decided at the Court of Appeal centered on a partnership of chartered architects who claimed that they were commissioned by the defendant to undertake certain tasks related to the redesign and construction of properties owned by the defendant. Upon submission of a claim for payment, the defendant failed to pay. At the first instance at the High Court, the trial judge dismissed the claim of the architects stating that there was no written contract and that the plaintiff had not provided credible evidence. However, on appeal, the appellate court found that there was sufficient evidence to establish a contractual relationship between the parties, including the exchange of documents and the acceptance of services.
The court also stated that a contract does not need to be in writing to be enforceable, and remuneration on a quantum meruit basis can be awarded even without a written contract.
Aryeetey JA indicated,
Under Section 11 of the Contracts Act, 1960 (Act 25) with a few exceptions, a contract is not void simply because it is not written. The existence or not of a binding agreement whether oral or not is a matter of evidence which may be established in many ways including the actual conduct of the parties: see Brogden v. Metropolitan Railway (1877) 2 App Cas 666 at 669, HL. Where a contract is not required to be in writing then the existence and contents of such contract must be proved. The court must look at all material facts upon which the contract is based in order to ascertain what was really decided by the parties. An oral contract not reduced into writing is binding nevertheless so long as there is clear evidence as to essential terms and the actual intention of the parties.
Under Ghanaian law, oral contracts are generally legal and hence enforceable. The law courts recognize contracts formed through offer, acceptance, consideration, and intention to create legal relations, even where no written formal document exists. Some professions such as the legal profession strictly requires lawyers and law firms to enter into written contracts. The Architects Act, 1969 (NLCD 357), the legislation governing architecture in Ghana has no specific provision on this. Architects often than not enter into contracts to design and sometime supervise without any formal contract. The reliance on oral contracts presents significant legal, commercial, and professional risks for professional architects practicing in Ghana,
Firstly, evidentiary challenges are significant under Ghanaian litigation practice. In the absence of a written agreement, architects must rely on witness testimony and circumstantial evidence to prove the terms of engagement. This often leads to disputes over scope of services, professional fees, timelines, and variations. Ghanaian courts place considerable weight on documentary evidence, and the absence of a written contract can seriously weaken an architect’s position in the event of a dispute.
Secondly, architectural services are regulated professional services. Architects in Ghana operate under the Architects Act, 1969 (NLCD 357) and the regulatory oversight of the Architects Registration Council (ARC). Professional engagements typically involve statutory approvals, coordination with consultants, and compliance with planning and building regulations. Oral contracts rarely provide sufficient clarity on these obligations, increasing exposure to professional misconduct complaints and fee disputes.
Thirdly, oral contracts provide inadequate risk allocation and insurance alignment. Professional indemnity insurers commonly require written terms of engagement to clearly define scope, exclusions, and liability limits. Without a written agreement, architects may find themselves exposed to uninsured risks, particularly where clients allege expanded responsibilities beyond what was originally intended.
Finally, professional best practice in Ghana demands written agreements. The use of written contracts aligns with the ethical standards of the profession, promotes transparency, and protects both client and architect. It reduces uncertainty, supports dispute avoidance, and enhances confidence in the professional relationship.
In conclusion, while oral contracts may be legally recognised in Ghana, they are evidentially weak and professionally unsafe. For architects, written contracts are not merely a formality but a critical tool for risk management, regulatory compliance, and professional integrity. The use of recognised standard forms—such as those issued or endorsed by the Royal Institute of British Architects (RIBA) and the International Federation of Consulting Engineers (FIDIC) provides a balanced, tested, and industry-accepted framework for engagement. These standard forms clearly define scope of services, fee structures, intellectual property rights, risk allocation, dispute resolution mechanisms, and termination procedures. Their widespread acceptance by consultants, insurers, and courts reduces ambiguity and the likelihood of disputes, while ensuring consistency with professional ethics and regulatory expectations.
