WHAT IS LAW

There is no generally accepted definition of law which will serve all purposes. This is
because any definition of law you see is usually modelled along the purpose it is
suppose which it is intended to serve. However, several definitions have been
preferred by several scholars as follows; Law is the system of rules which a particular
Country or community recognizes as regulating the actions of its members and which it
may enforce by the imposition of penalties. It has also been said that law is the pure
voice of God and reason free from all passion. Law has also been defined as the
command of a sovereign backed by sanctions. Law has also been defined as a set of
rules. But are all rules law? definitely not. Scrabble, monopoly, foot-ball, basket-ball
and so on all have rules, can these rules be said to be laws? No. Also, when parents
set rules at home ‘’house rules’’ e. g clean your room every morning, bed time is 9pm
and so on. Can these rules be said to be laws? No, they are just rule’s, not law.
Which rules are laws? – Rules made mandatory by an authority are law. Authority
being the government of our country. The government is saddled with the responsibility
of making rules. These are the rules that are law.
But when the government says don’t add water to petrol or stop at the red light, these
are laws and they are usually made mandatory by the authority by applying sanctions
to defaulters before it becomes law.
Laws are supposed to regulate the functions of a society so a government cannot
make laws regarding everything. Law is meant to facilitate the smooth functioning of
every society.
Can any human society exist without law?
A society consists of individuals who as of necessity have to interact for the purpose of
achieving individual aspiration within the society as well as the society’s commonly
shared values and aspirations. The consequence of this interaction means and implies
the emergence & existence of rights and benefits as well as duties and obligations.
Therefore, man needs to abide by the law of the society in which he lives. And
obedience to these laws is essential for the harmonious existence of the society.
Law is therefore a phenomenon that exist in every human society for the regulation of
human conduct, it defines and adjusts relations in social and commercial life. To
maintain peace and ensure that all disputes are settled on the basis of rights as
opposed to might, it is necessary to establish the rule of law. By settling disputes
according to the law. The rule of law therefore implies the existence of public order.

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Functions of law
Law as an instrument of social control performs some indispensable functions in
society as follows;
1. Law is the foundation of social order.
2. It serves as a guide for human behaviour and its obedience is secured by the use
of force.
3. Without law and its means of settling dispute through the judiciary, citizens who
have grievances against their fellow citizens will have to resort to force to settle them.
Villages will rise against villages, communities against communities, towns against
towns, tribes against tribes; arson, robbery, murder & mayhem will have the rule of the
day.
4. It defines relationship among members of a society to assert what activities are
permitted and what are ruled out.
5. It facilitates and protects private voluntary agreements between people. It sets
the general boundaries between people. It sets the general boundaries within which
these agreements must be kept.
6. It provides for succession of power and defines who has the right to exercise
what kind of power in society.
7. Law protects fundamental liberties and freedoms. The law must however provide
a means of enforcement of rights in order to give them efficacy.
Classification of law
Law is broadly classified into Public and Private Law.
1. Public law: Public law is the branch of law that deals with the relationship
between various organs of the state i.e the government and the public/people. E.g
Criminal Law, Constitutional Law, Electoral Law etc.
2. Private law: Private law is that branch of the law that regulates interactions
between people or business associations. E.g law of contract, law of torts, family law,
commercial law, company law etc.

SOURCES OF NIGERIAN LAW

Sources of Nigerian law is the origin from which our rules derives its validity as a rule of
law. Th sources of Nigerian law may be categorized as follows:

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1. Received English law.
2. Nigerian Legislation.
3. Nigerian case law.
4. Nigerian customary law.
5. International law.
1. Received English law: By virtue of Nigeria’s experience as one-time
colonial territory under British rule, English law forms a large portion of Nigerian law.
Based on this, Nigeria was a part of Her Majesty’s dominion and therefore came under
the full legislative authority of the British Parliament. Enactments are usually made to
apply to colonial territories such as those making uniform regulations on matters of
general concern through-out the British empire. The British crown could legislate by
order-in-council for any colony under the crown. In practice however, the crown does
not employ its powers to legislate for its colonies. The crown normally constitutes a
machinery in the colony and vests it with legislative powers though subject to varying
degrees of imperial control. When Nigeria was a dependent territory, a number of laws
were made for her by the local legislature and the British crown.
Received English Law means the aspects of English law that forms part of our corpus
juris through the instrumentality of our local enactments as opposed to the English law
that applied to Nigeria with their own force and vigor. Section 45 of the Interpretation
Act 1964 states that the common law of England, the doctrines of equity as well as the
statutes of general application that were in force in England on 1 January 1900 shall be
in force in Nigeria.
a. The Common Law of England: Common law means law that is not the
result of legislation, i.e the law created by the customs of the people and decision
of judges. Therefore, when a particular custom is applied to a given case, the
principles of law established in that case will be a precedent to a future court
handling a case of similar or same facts. And over time a body of law was formed
known as the common law. However, when common law and statute are in
conflict, statute prevails.
Some characteristics of common law are that:
i. common law is not codified, i.e it is not written down. Its principles are
gotten from previously decided cases. Therefore, in situations where there
is a gap or lacuna in the law or there is no law governing a particular
situation then common law sets in to provide a solution.

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 ii. the principles of common law are highly rigid and technical e.g no
action could be brought in the royal courts unless a writ was first obtained.
A writ was a sealed document issued in the name of the King, addressed to
the defendant and stating briefly the nature of the complaint against him.
Each writ gave rise to a cause of action which must fit into any existing writ
otherwise the plaintiff or complainant will have no remedy.
iii. common law rights are rights in relation to things which means that
common law rights can be brought against anyone.
iv. the principal remedy in common law is the award of damages. There
was no general remedy for which court could compel the performance of
acts, fulfillment of obligations or the prevention of wrongs, thus the
machinery of common law was defective.
As a result of the rigidity, technicality and defective nature of common law, people with
genuine injury could not obtain redress in the common law courts and this gave rise to
equity.
b. Equity: Equity is law developed by the courts in England for the
purpose of mitigating the hardship, injustice and rigidity arising from the
application of common law. While common law remedies follow as of right where
a plaintiff has established his case, equitable remedies are discretionary in that
the court has a discretion to exercise whether to award a particular remedy or
not.
Equity not only supplements common law but overrides it in cases of conflict. It
was not brought to displace common law but to rectify its imperfections.
Therefore, where common law and equity are in conflict, equity prevails.
c. Statutes of General Application: The statutes through which
English laws were received in Nigeria provide for the application of ‘’statutes of
general application’’ that were in force in England on 1 January 1900. This
though was not received in western part of Nigeria because the western regional
government re-enacted English statutes which were applicable in the region as
western regional laws. A whole statute or a part of it can be received and applied
in a colony. However, one needs to determine whether such laws are of general
application in England. No definition was provided for what is a statute of general
application. However, what needs to be determined is by what court is the statute
applied in England and to what class of the community in England does it apply?
Therefore, if on 1 January 1900, an Act of parliament were applied by all civil and
criminal courts as the case may be to all classes of the community, then there is
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 a likelihood that it is in force within the jurisdiction. If on the other hand it was
applied only by certain courts, the probability is that it would not be held to be
locally applicable. Also, laws enacted after 1 January 1900 were not considered
statutes of general application.
2. Nigerian Legislation: Legislation is the most important source of law. It is
largely through legislation that law performs its function as an instrument of social,
economic and political change. Legislation can restrict or expand other sources of law
and it can also revive a repealed law. It is the only source of law whose rules apply to
all matters and persons within jurisdiction. Nigerian legislation consists of the Nigerian
Constitution, Ordinances, Acts, Laws, Decrees, Edicts and Subsidiary Legislation.
The Nigerian Constitution is the fundamental law of the land by reference to which the
legality of other laws is tested. Ordinances are laws passed by the Nigerian central
legislature before 1st October 1954. When federalism was introduced in Nigeria in
1954, the enactments of the central legislature retained the name ordinances while
those of the regional legislatures were designated laws. On attainment of
independence in 1960, the laws of the federal government were renamed Acts while
those of the regions continued to be referred to as laws. Presently, laws of the federal
government still retain the nomenclature Acts while laws of the various states are
called Laws. On the intervention of the military in Nigerian political history, enactments
made by the Federal Military Government became known as Decrees while laws made
by the State Military Governors or Administrators are known as Edicts. Ordinances,
Acts, Laws, Decrees and Edicts are all known as Statutes.
Subsidiary or delegated legislation are laws enacted in the exercise of powers given by
a primary law-making body. It includes rules, orders and regulations made by
Ministers, Commissioners etc. Subsidiary legislations include bye-laws. Bye-laws are
made by local authorities and public corporations.
3. Nigerian case law: Case law is otherwise known as judge made law. This is
because Judges actually make laws though not in the sense that legislators do. E.g
where there is a lacuna in the law by filing the gap or where there is no law previously
governing the particular situation before the Court, the Judge may create some
principles of law for the situation. Also, where a Court declares a rule in order to decide
a particular case before the Court, it will remain a reference point (precedent) for future
cases on similar facts. A precedent is a decision of a higher court or a court of
coordinate jurisdiction considered as furnishing an example or authority for an identical
or similar case arising afterwards on a similar question of law.

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The doctrine of judicial precedent requires that the principle of law on which a court
bases its decision in relation to the material facts before it must be followed by courts
lower in hierarchy and may be followed by a court of coordinate jurisdiction or above it
in hierarchy in future similar cases. Application of the doctrine makes for scientific
development of law as if each new case is decided without any consideration to
previously decided cases then the possibility of prediction which is the hallmark of
science will disappear.
4. Nigerian Customary Law: custom means the established or common usage of
a particular people. It can also be defined as a rule which in a particular district has
from long usage obtained the force of law. Customary law is one of the sources of
Nigerian law, it is a body of rules regulating rights and imposing correlative duties
which obtains by established usage which is applicable to any particular cause, matter,
dispute, issue or question.
Characteristics of customary law are as follows:
a. it must be in existence at the material time;
b. it must be custom as well as law which gives it its binding character;
c. it is not rigid but flexible in response to the dynamic nature of society;
d. it is largely unwritten because it is evolutionary nature;
e. it must be universally acceptable and applicable within the area.
There is no uniform body of customary law for all communities in Nigeria. The diversity
of the people of Nigeria also implies the diversity of their customs. Customary law
varies from place to place.
5. International Law: international law is one of the sources of Nigerian law. A
validly concluded treaty is binding on the parties thereto. A treaty is an international
agreement or by whatever name called e.g Act, Charter, Convention, protocol e.t.c
concluded between states in written form and governed by international law whether
embodied in a single document or in two or more instruments by whatever designation.
A treaty derives its force and effect from international law. Nigeria is bound in
international law by any international treaty ratified by it. However, an international
treaty entered by the government of Nigeria does not become enforceable in Nigerian
domestic courts until it is enacted into law by the national assembly. Before its
enactment into law by the national assembly, it has no such force of law as to make its
provisions justiciable in Nigerian courts.

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 HIERARCHY OF NIGERIAN COURTS
At the apex of the court structure in Nigeria is the Supreme Court to which appeals lie
from the decisions of the court of appeal. Immediately below the supreme court is the
court of appeal and below the court of appeal are the Federal High Court, High Court of
States and the FCT, Sharia Court of Appeal, the Customary Court of Appeal, Courts
Martial and Tribunals. These are the only superior courts of record in Nigeria.
Immediately below the High courts are the Magistrate Courts, District Courts. A step
below are the Customary and area Courts. Customary Courts exists in most southern
states while Area Courts exist in the North. Some states in the North have created
Sharia Courts and Upper Sharia Courts with both criminal and civil jurisdiction.
1. The Supreme Court: The Supreme Court is the Court of final appeal in
Nigeria. It is located in Abuja and it consists of the Chief Justice of Nigeria and such
number of justices not exceeding 21 as may be prescribed by an Act of the National
Assembly. The supreme Court has both Original and Appellate jurisdictions. It has
original jurisdiction in any dispute between the Federal Government and a state or
between States in so far as the dispute involves any question whether of law or fact on
which the extent of a legal right depends. It is saddled with the responsibility on
appeals from the Court of appeal to determine whether;
a. any person has been validly elected to the office of the president or vice
president under the Nigerian Constitution.
b. whether the term of office of the president or vice president has become
vacant.
c. such other cases as may be prescribed by an Act of the National
Assembly.
For the purpose of exercising its jurisdiction, the supreme Court shall be duly
constituted if it consists of not less than 5 Justices of the Supreme Court. Provided that
where the Supreme Court is exercising its original jurisdiction in accordance with
section 232 of the 1999 Nigerian Constitution, or where it is hearing an appeal
involving decisions in any civil or criminal matter on questions of the interpretation or
application of the Constitution or decisions on any civil or criminal matter as to whether
any of the provisions of chapter IV of the 1999 Nigerian Constitution has been, is
being, or is likely to be contravened in relation to an person, the court shall be
constituted by 7 Justices of the Supreme Court.

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The primary responsibility of the Supreme Court is that of developing and maintaining
consistency in the law to be applied in the subordinate courts and of interpreting the
country’s fundamental law (its Constitution).
2. The Court of Appeal: Next to the Supreme Court in order of hierarchy is
the Court of Appeal. Its jurisdiction is derived from section 237 of the 1999 Nigerian
Constitution. The Court of Appeal consists of a President and such number of Justices
of the Court of Appeal not less than 49 of which not less than 3 shall be learned in
Islamic personal law and not less than 3 shall be learned in customary law. For the
purpose of exercising any jurisdiction conferred upon it, the Court of Appeal shall be
duly constituted if it consists of not less than 3 Justices of the Court of Appeal and in
the case of appeals from the Sharia Court of Appeal if it consists of not less than 3
Justices of the Court of Appeal learned in Islamic Law or from the Customary Court of
Appeal if it consists of not less than 3 Justices of the Court of Appeal learned in
customary law.
The Court of Appeal is based in Abuja but has divisions in Lagos, Kaduna, Enugu,
Ilorin, Calabar, Jos, Port-Harcourt, Benin and Ibadan. It has exclusive original
jurisdiction to hear and determine any question as to whether;
a. any person has been validly elected to the office of the president or vice-
president;
b. the term of office of the president or vice-president has ceased or;
c. the office of the president or vice president has become vacant.
The Court of Appeal has exclusive jurisdiction to hear and determine appeals from the
Federal High Court, the High Court of the FCT, High Court of a State, Sharia Court of
Appeal of the FCT and of a state, Customary Court of Appeal of the FCT and of a
state, Courts Martial and Tribunals.
3. The Federal High Court: The jurisdiction of the Federal High Court is found in
section 251 of the 1999 Nigerian Constitution. The Federal High Court is a superior
court of record located in Abuja with divisions in some states of the Federation. The
Federal High Court consists of a Chief Judge and such number of Judges as may be
prescribed by an Act of the National Assembly. However, the Court is properly
constituted by a single Judge.
4. The State High Court: The High Court of a state consists of a Chief Judge
of the State and such number of Judges as may be prescribed by a law of the House
of Assembly of the State but it shall be properly constituted with just one Judge. For
administrative convenience states are carved into judicial divisions. A state High Court
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is a superior Court of Record and it is the highest Court of first instance in each State.
It has original and appellate jurisdiction on matters that come to it from the Magistrate
Court or the Customary Courts.
5. The Sharia Court of Appeal: The sharia court of appeal was first
established in 1960.when the 1979 constitution was being drafted, the sharia court of
appeal became a matter of great controversy. Muslims supported it while Christians
opposed it. A compromise was reached and it was agreed that any state that requires
the sharia court of appeal has the liberty to establish it. This can be seen in section 275
of the 1999 Nigerian constitution. The court consists of a Grand Kadi of the sharia court
of appeal and such number of Kadi’s as may be prescribed by a law of the house of
assembly of the state. The court has appellate and supervisory jurisdiction in civil
proceedings involving questions of Islamic personal law.
6. The Customary Court of Appeal: By section 280(1) of the 1999 Nigerian
constitution, any state that requires a customary court of appeal is at liberty to establish
it. The customary court of appeal of a state shall have a President and such number of
Judges as may be prescribed by a law of the national assembly of the state. A
customary court of appeal shall be duly constituted if it consists of at least 3 judges of
that court. The court is empowered to exercise appellate and supervisory jurisdiction in
civil proceedings involving questions of customary law.
7. The Magistrate’s Court: Section 6(4)(a) of the 1999 Nigerian constitution
empowers state houses of assembly to establish courts other than superior courts.
This provision sustains the magistrate courts established under the magistrate’s courts
law of various states in Nigeria. There are several magistrate’s courts in each state and
the jurisdiction of the courts are limited to the magisterial district to which it is assigned.
In the north, they are known as magistrates court when they entertain criminal cases
and they are known as district courts when they entertain civil cases. However, in the
south they are known as magistrate courts when entertaining both criminal and civil
cases. Appeals from the magistrate courts lie to the high courts. Magistrate courts
exercise appellate jurisdiction over decisions of customary courts except where
declaration of title to land is involved.
8. District Courts: In the northern states, magistrates court assume the
name District Courts when exercising civil jurisdiction. District courts have no
jurisdiction in issues involving interest or title to land, custody of children, inheritance,
marital matters etc. Appeals from District courts goes to the High Court.
9. Customary Courts: These courts existed throughout the country as native
Courts and their names were later changed to Customary Courts. Customary Courts
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exercise jurisdiction over all persons and within the territorial limits of their jurisdiction
in land matters, matrimonial causes with respect to customary law marriages, debt,
demand for damages, custody of children and so on. In respect of these cases the
court has unlimited jurisdiction. The criminal jurisdiction of Customary Courts vary from
state to state but in exercising civil jurisdiction, the jurisdiction is similar with minor
variations. Appeals from the Customary Courts lie to the Customary Court of Appeal in
cases bothering on customary law and to the High Court in all other cases.
10. Area Courts: In Northern Nigeria the equivalent of Customary Court is Area
Court. Like customary courts in the south, they are the direct successors to the former
Native Courts. An Area Court is constituted by a designated area judge sitting alone
with one or more members. Area Courts have both civil and criminal jurisdiction. The
civil jurisdiction of an Area court extends to matrimonial causes between persons
married under native law and custom, custody of children, succession of property,
ownership and possession of land and so on. All Area Courts have jurisdiction in
criminal cases in accordance with the provisions of the criminal procedure code except
in homicide cases. Appeals from the Area courts lie to the Sharia Court of Appeal in
cases of Islamic law and to the High Court in all other cases.

COMMERCIAL ARBITRATION
Due to the ever-increasing court cases, arbitration is gaining widespread acceptance in
the business circles in Nigeria. There are planned reforms to Nigeria’s arbitration laws
and a focusing of policy towards promoting arbitration and making Nigerian courts
more arbitration friendly. Commercial arbitration is used increasingly in the oil and gas
sectors, telecoms and construction sectors.
Arbitration is a process in which an independent person makes an official decision that
ends a legal disagreement without the need for it to be solved in court. It can also be
defined as a process of solving a dispute between people by helping them to agree to
an acceptable solution. Relative to litigation and other forms of dispute resolution,
arbitration offers a speedy process as most courts have congested cause lists, the
ability to select arbitrators of one’s choice, confidentiality of the process, the award is
binding on the parties etc. The major disadvantage of arbitration over litigation is the
tendency for the losing party to resist enforcement of the award though this is not
usually successful.
The principal legislation that governs arbitration is the Arbitration and Conciliation Act
1988 Cap A18 laws of the Federation of Nigeria 2004. This law was modelled on the
UNCITRAL Model law which came into force on 14 March 1988. Some states have
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their own arbitration law e.g the Lagos State Arbitration law 2009 which applies to all
arbitrations in Lagos State except where parties have stipulated another law.
The Arbitration and Conciliation Act does not list disputes that are not arbitrable. The
test is whether the dispute can be settled lawfully by way of accord and satisfaction.
Application to enforce an arbitral award according to the Lagos State Arbitration law
must be brought within 6 years from the date of the cause of action accrued. There are
similar provisions in other state’s arbitration laws. Also, arbitral awards made in Nigeria
are enforceable at any of the High courts. The party seeking to enforce the award
applies to the High Court within the jurisdiction where it wishes to enforce for
recognition and enforcement of the award. Furthermore, the Arbitration and
Conciliation Act makes foreign arbitral awards enforceable in Nigeria irrespective of the
Country where the award was made. The party seeking the enforcement applies to the
high court or Federal High Court within the jurisdiction where it wishes to enforce.
To be enforceable, an Arbitration Agreement must be in writing, both parties must have
mutually consented to the Agreement and the mode of settling disputes that may arise
from the agreement must be clearly spelt out. Also, where a party starts a court
process in breach of an arbitration agreement or initiates arbitration in breach of a valid
jurisdiction clause, the other party can apply to the courts to stay the court proceedings
and refer the parties to arbitration.
The Arbitration and Conciliation Act provides for the appointment of arbitrators. The
general position is that parties determine the procedure for appointment of their
arbitrators. However, where parties fail to agree on a procedure for the appointment,
the Act provides that recourse should be made to the courts.
Nigeria is party to the following treaties and conventions:
a. the Convention on settlement of investment Disputes;
b. the UNCITRAL Model Law; and
c. the Economic Community of West African States Energy Protocol.
Nigeria has also entered into bilateral investment treaties with countries like Finland,
Germany, Italy, Serbia, Romania, Spain, Sweden, UK among others. Nigeria has also
entered into investment promotion and protection agreements with France, UK,
Morocco, Romania, South Africa among others. The purpose of theses agreements is
to protect investments and settle investment disputes through arbitration. Nigeria also
entered into a treaty with the Asian African legal consultative organisation on 26 April
1999 guaranteeing the continued operation of the regional center for international
commercial arbitration which was established in Lagos in 1989.
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 LAW OF CONTRACT
Law of contract is that branch of business law that regulates the formation, terms,
performance, discharge and remedies for breach of an enforceable agreement
between parties. All contracts are premised on established agreements spelling out
mutual terms and conditions of the coming together of two minds with a common
intention. A contract can also be said to be an agreement which is legally binding on
the parties to it and which if broken may be enforced by action in court against the
party that has broken it. A contract may be void or voidable.
In other words, a contract is a set of promises, which the law will enforce. It can be
seen that there must be an agreement reached between the contracting parties. An
agreement consists of an offer by one party and acceptance by the party to whom the
offer is made.
NOTE: All contracts are agreements but not all agreements are contracts. A
contract is to be supported by consideration except for contracts under seal. A contract
is formed when there is an agreement, a meeting of the minds between the parties
where all understand and have accepted the contractual commitments made by each
other respectively. A contract by word of mouth is known as Parol contract.
WHY CONTRACTS ARE BINDING
The commercial and economic life of modern society consists largely of agreements.
Trade and commerce will be chaotic if not even impossible if the law permitted a
person who has made a promise to another to break his promise without at least
placing him under an obligation to pay compensation for the loss caused by his default
or inaction. The law of contract covers virtually all spheres of human activity. To ensure
order, peace, security and a smooth running of business, the law recognizes the need
for people to stick to the terms of their agreements or obtain a remedy for its breach.
CLASSIFICATION OF CONTRACTS
1. Formal and Simple Contracts
a. Contracts under seal (formal contracts): A formal contract is a contract
made by deed. It is also known as a contract under seal. A contract made under
seal must be in writing or typed and it must be given full legal effect by signing,
sealing and delivering it to the other party. Contracts made by deed do not need
to be supported by consideration to be enforced in law. Traditionally, a contract
was an enforceable legal document only if it was stamped with a seal. The seal

12
 represented that the parties intended the agreement to entail legal
consequences. No legal benefit or detriment to any party was required, as the
seal was a symbol of the solemn acceptance of the legal effect and
consequences of the agreement.
In the past, all contracts were required to be under seal in order to be valid i.e the
imprinting in wax of the party’s crest. Nowadays, the seals are red and round
adhesive wafers that are attached to the document. However, the seal has lost
some or all its effect by statute in many jurisdictions. Recognition by the courts of
informal contracts, such as implied contracts, has also diminished the importance
and employments of formal contracts under seal. Based on this the signature,
has become a vital component of the deed which gives it validity. Previously,
delivery was only effective if the deed was handed over to the other person but
nowadays a deed may be delivered as long as the other person intended to
execute the deed and it is binding on him.
By law, certain contracts must be made under seal in order to be valid. These
include conveyance of land and most contracts made by companies.
b. Simple Contracts: Simple contracts may be defined as contracts other
than contracts under seal or formal contracts. They may be in writing or by parol
(oral). The major distinction between a contract under seal and a simple contract
is that only a party that has furnished consideration can bring an action to
enforce a simple contract. That means simple contracts are only valid when there
is a consideration attached to it.
2. Express and Implied Contracts
a. Express Contracts: A contract is described as express when the terms of
the contract are clearly stated. The parties state the terms, either orally or in
writing at the time of its formation. There is a definite written or oral offer that is
made by one person and accepted by the other person. All the material terms will
be clearly spelt out in such an agreement and the contract comes into existence
after much negotiations on price, duration, type of material and so on.
b. Implied Contracts: Implied contracts are contracts which consist of terms
arising from a mutual agreement which have not been expressed in words. In
such a case, the courts will normally construe the existence of a contract from
the conduct of the parties. E.g a passenger usually enters a bus without any
dialogue with the driver or the bus conductor. Yet his action suggests that he will
pay his fare while the bus driver will carry him safely to his destination. Thus, in
Brogden v. Metropolitan Railway Co (1877) 2 A.C 666 the defendant was held
13
 bound by a contract between it and the plaintiff in spite of the fact that the
defendant failed to sign the document containing the contract. But it was
established that they both were acting on the terms of the unsigned contract over
a period of time. The court held that their actions proved that they both approved
the terms of the unsigned contract. Also, in the case of Attorney General of
Kaduna State & ors v. Victor Bassey Atta & ors (1986) 4 NWLR (pt.38) 785
CA. The Kaduna State Ministry of Works and Housing invited the respondents
who were architects to design a building and they agreed to do it. After several
meetings, the Ministry wrote to the respondents requesting them to furnish the
ministry with an estimate of the whole project. The respondents regarded this as
an authority to go ahead and produce the designs and wrote back to the Ministry.
The Ministry gave no response to the letter. When however, the designs were
finally submitted to the Ministry they refused to pay for it on the grounds that the
design did not suit their purpose and was therefore not acceptable. The matter
went to court and the architects claim for professional fees was granted. The
Ministry appealed on the grounds that there was no valid contract between them.
The court of appeal held that acceptance of an offer can be demonstrated by the
conduct of the parties as well as by words or by a document.
3. Bilateral and Unilateral contracts
a. Bilateral Contracts: A bilateral contract consists of an exchange of
promises between parties. That is, where one person promises to do something
in exchange for the other person promising to do something else in return. E.g
where Mr A asks Mr B to supply computers to his class, stating specifically the
type of computers, the number and at what price and Mr B accepts to supply
the specified computers at the stipulated time then a Bilateral contract is
formed. Even though no party has acted on the promises yet, the consideration
being the mutual promises is referred to as an Executory consideration.
However, if a consideration consists of actual performance. E.g Mr A giving Mr
B the money for the computers then it is referred to as Executed
consideration.

b. Unilateral contracts: This involves a promise that is made by only one

party. The offeror (i.e a person who makes a proposal) promises to do a
certain thing if the offeree performs a requested act that he or she knows is the
basis of a legally enforceable contract. The performance constitutes an
acceptance of the offer and the contract then becomes executed. This is a one-
sided type of contract because only the person, who makes the promise will be
legally bound. The other party may act as requested, or may refrain from acting
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 and may not be sued for failing to perform, or even for abandoning performance
once it has begun, because he or she did not make any promises.
E.g where a reward is offered to anyone who finds and returns a lost or stolen
article, such as money, an item or information leading to the arrest of a criminal.
The classical case of Carlill V Carbolic Smoke Ball Co (1893) I QB. 226
illustrate a good example of a unilateral contract. In this case, the company
advertised in the news paper that it would pay 100 pounds to any person who
uses a smoke ball manufactured by it for 2 weeks and still contracted influenza.
The plaintiff used the smoke ball and still caught influenza and the court held
that there was no need to notify the defendant of acceptance and that
acceptance took the form of performance in this case using the smoke ball for 2
weeks. Another example is when soft drink companies offer a range of prizes if
one could produce a bottle cap that contains a particular item or word. The
promotional advertisement constitutes an offer and it becomes a contract the
moment any person fulfills the terms of the offer by producing the requisite cap.
COMMON CONTRACT TERMS ON THE BASIS OF ENFORCEABILITY
a. Valid contracts: The contracts which are enforceable in a court of
law are called valid contracts.
b. Voidable contract: If one party to the contract has the option of
enforcing a contract by law, but not at the option of the other or others, it is a
voidable contract.
c. Void contract: An agreement may be enforceable at the time when it
was entered into but later on, due to certain reasons, for example impossibility
or illegality of the contract, it may become void and unenforceable.
d. Illegal contract: If the contract has unlawful object it is called illegal
contract e.g. there is a contract between X and Z according to which Z has to
murder Y for a consideration of N10, 000 from X, it is an illegal contract.
e. Unenforceable contract: A contract which has not properly fulfilled legal
formalities is called unenforceable contract. That means unenforceable
contract suffers from some technical defect like insufficient stamp etc. after
rectification of that technical defect, it becomes enforceable or valid contract.
Example: A and B have drafted their agreement on N10 stamp where it is
actually supposed to be on N100 stamp. It is an unenforceable contract.
All illegal contracts are void, but not all void contracts are illegal.
FORMATION OF A VALID CONTRACT

15
The elements of a valid contract are:
a. Offer
b. Acceptance
c. Consideration
d. Intention to create legal relations

a. Offer: An offer is a proposition made by one party called the offeror to

another party called the offeree clearly stating the terms. Sometimes what one
party regards as offer and acceptance is rejected by the other party who claims it
is something else. Where there is no offer, there cannot be an acceptance as
was held in David Ejiniyi V Amusa Adio (1993) 7 N.W.L.R (pt 305) 220 C.A. In
this case, Mr Y and Mr Z were joint owners of a property. Mr Z sold the property
to Mr X for N500,000.00 and thereafter gave Mr Y N250,000.00 as his share.
However, Mr Z later claimed that he refunded the sum of N500,000.00 to Mr X
thereby purchasing the property for himself. Mr Y was dissatisfied and went to
court claiming that the property still belongs to himself and Mr Z and the court
held that there was no negotiation to sell the property to Mr Z and Mr Y never
offered to sell his share of the property, therefore in the absence of an offer there
can be no acceptance.
Characteristics of an Offer
a. It is a special kind of promise that is conditional upon the offeree making a
return promise known as consideration. It is a definite intention on the part of
the offeror to contract with the offeree.
b. It may be made to the whole world. In Carlill V Carbolic Smoke Ball Co
(1892) 2 Q.B 484, the defendant company, Carbolic Smoke Ball Co
manufactured a medicine for curing influenza. It advertised it claiming that no one
who used the medicine could ever catch influenza again. The company even
deposited One Thousand pounds sterling (£ 1000) in the bank. The plaintiff used
the medicine and still caught influenza. He then sued for damages. The court
held that since the advertisement was made to the whole world, any-one
interested could come forward, accept and perform the condition and that as
such, there existed a contract.
c. An offer must be complete. This means that all the vital terms must be
present. For example, A offers B a lease but fails to state the commencement
date. That will be an incomplete offer.
16
d. An offer must be final. For instance, an offer to sell subject to condition is
not a definite promise. It amounts to a counter offer. However, any efforts made
towards the execution of a condition could be regarded as an acceptance as was
held in Major Oni V Communications Association of Nigeria ( High court
Lagos Suit No. L.D/625.71).
e. An offer must be objectively clear, that is, must not be vague nor
ambiguous.
f. An offer must be distinguished from an’ invitation to treat’. An invitation to
treat is an assertion of readiness or preparedness to negotiate. The display of
goods in shop windows and departmental stores are mere invitation to treat and
not an offer. In Pharmaceutical Society of Great Britain V Boots Cash
Chemists (1953) 1 Q.B 401, where customers were allowed to pick their goods
in a self-service chemist shop. It was held that there was no contract subsisting
between the shop owners and d customer until the customer came to pay at the
desk. Also, in Fisher V Bells (1961) 1 Q.B 394 where the defendant displayed a
knife in a window shop and was consequently charged with a criminal offence. It
was held that the display with a price tag was a mere invitation to treat and not
yet an offer. Other examples of invitation to treat are:
g. Advertisement in catalogue as held in the case of Patridge V Crilttenden
(1968) 2 E.R 421 was regarded as not being an offer by any means but an
invitation to treat.
h. Invitation for job interviews is also not an offer but an invitation to treat.
i. Request for tenders or Invitation to tender: is another example of
invitation to treat. This is because any tender can be rejected without legal
consequences. The bid or the tender becomes the offer which may or may not be
accepted. It is only after acceptance that a contract is formed.
j. Display of goods in shelves in a shop or supermarket: The customer
makes an offer by picking up items from the shelve and the cashier accepts by
collecting money for the items. In Lasky v. Economy Grocery Stores (1946)
163 ALR 235, the plaintiff picked a bottle labelled ‘’tonic’’ which exploded and
injured her while placing it in the basket. She went to court claiming breach of
contract. The court held that there was no agreement at the time the bottle
exploded.
k. Auction sale: Mere bids do not constitute an offer as was held in Payne V.
Cave (1789) 3 T. R 148 and in Adebaje v. Conde (1938) 19 NLR 57 where the
17
 plaintiff was the highest bidder for the sale of land auctioned and the defendant
refused to recognize him as the purchaser and the plaintiff went to court. The
defendant stated that they had put a reserve price on the land and had informed
the Auctioneer. The court held that it was a valid sale.
l. Buses, taxis or trains: To determine whether a transaction is an invitation
to treat or an offer, one must ask the question at what point did it become
impossible for the parties to withdraw from the transaction. That must be the
moment of acceptance. In the case of a bus, it is after the passenger has
boarded the bus and the bus has started moving. Therefore, the acceptance is
made when the passenger enters the bus and the offer is when the bus stops
at the bus stop. By visiting the bus stop, the passenger is making an invitation
to treat.
m. Counter offer: The acceptance of offer must be absolute and
unconditional. Where the offeree in trying to accept the offer introduces a new
term which the offeror had not examined, he is making a counter offer such
counter offers destroys the original offer. However, where the offeree seeks
further information before making up his mind, it does not amount to counter
offer.

TERMINATION OF AN OFFER
An offer can be terminated in certain circumstances:
a. By revocation: This is the withdrawal of an offer by the offeror before it is
accepted. The notice to this effect is given either in the mode the offer was
made or in equally convenient method. In Dickson V Dodd’s, the defendant
offered to sell property to P, the offer to be left open until Friday but sold it to a
third person before Friday. The plaintiff heard about it and wanted to accept
the original offer. The court held that he could not as there was no offer
capable of being accepted.
b. By Lapse of time: If time is given within which an offer is to stay open, the
offer terminates after the time limit. If there is no time limit, it terminates within
a reasonable time, what constitutes a reasonable time depends on the facts of
each case.
c. An offer may be rejected: When an offer is rejected, the offer comes to an
end or where the offeree makes a counter offer.
d. Death or insanity of either of the parties: Death of both the offeror and
offeree before acceptance terminates the offer if the offeree knows of it before
he accepts. Where the offeree does not know of it before he accepts, the
18
 acceptance will still be valid provided the offeror’s promise is independent of
his personality and can be satisfied out of his estate.
e. Occurrence or Non-occurrence of condition: Where offer is based on a
condition, the failure of the condition automatically terminates the offer.
Acceptance
Acceptance has been defined as a corresponding promise to the terms of a contract. It
can also be said to be a final and unqualified expression of assent to the offer.it is
when the other party indicates his agreement to the terms of the offer. An acceptance
occurs when the party to whom an offer is made agrees without attaching any
conditions to the offeror’s proposal. A conditional assent to the term of an offer is not
an acceptance. Also, acceptance must be communicated. In Odunfunlade V. Ososari
(1972) U.I.L.R 101, it was held that an acceptance expressed as “tentative agreement
without engagement” could not result in contract.
Furthermore, an agreement made “subject to contract” is not binding until that contract
is made. Where it is made to the public at large any member of the public can accept
as was held in Carlill V Carbolic Smoke Ball Co (Supra).
Rules governing acceptance
a. Acceptance must be communicated: Acceptance of an offer is not
complete until it has been communicated to the offeror either by the offeree
himself or by a duly authorized agent. In some circumstances the offeror may
waive communication of acceptance e.g. in unilateral contracts such as contract
for the reward of information, supplies or return of lost property see Carlill V
Carbolic Smoke Ball (Supra). However, where a particular mode of acceptance
has been prescribed by the offeror, e.g by email, can the offeree send by post? It
is safe to say any mode this is fast or faster if used is sufficient to create a
contract.
b. Acceptance must be absolute and unqualified:
c. Acceptance must be from an authorized person:
Where acceptance is by Post: An acceptance is complete as soon the letter of
acceptance is prepared properly addressed and posted, whether it reaches the offeror
or not. In Household Insurance Co V. Grant it was held that if the letter is lost or
delayed in the post, the contract is nevertheless concluded even though the offeror
may be quite ignorant of it.

19
In Adams V Lindsell (1818) 1B & Ald 681, on 1st September 1817 the defendant
offered to sell wool to the plaintiff and required acceptance to be by post. The letter of
offer was wrongly addressed and never reached the plaintiff until 5 th September. That
same day, the plaintiff posted a letter of acceptance, which reached the defendant on
the 9th of September. On 8th September, the wool was sold to another person. The
court held that a contract came into existence on the 5 th of September when the plaintiff
posted their letter of acceptance. It should be noted that (there are exceptions).
Revocation of Acceptance: An acceptance may be revoked at any time before the
communication of the acceptance is complete as against the acceptor but not
afterwards. A letter of revocation is not effective until it is actually received.
CONSIDERATION
For a contract to be enforceable in law it must be supported by consideration.
Consideration is the element of exchange in a bargain which must be valued in terms
of money or money’s worth. It is “quid pro pro” meaning “something for something”
thus, conveying an idea of reciprocal interaction.
Consideration is the price at which the defendant’s promise is bought. Therefore, the
plaintiff who is suing for a promise made by the defendant must show or prove that he
himself has paid a price, that is, he gave something in return.
As a general rule, once a party has given reliable consideration, he can enforce the
contract. There are, however, some exceptions to the rule:
a. where the plaintiff is under a public duty imposed by law.
b. where the plaintiff is bound by an existing contractual duty to the defendant.
c. the rule in Pinnel’s Case(1602) 5 Co Rep 117(a) dealing with the non-
furnishing of consideration in a transaction that makes part payment of a debt a
full settlement of that debt.
In Curie V Misa consideration is defined as some right, interest, profit or benefit
accruing to a party or some forbearance, detriment, loss or responsibility given,
suffered or undertaken by the partners.
Basic Requirements of Consideration (Rules governing Consideration)
a. Consideration must not be past: A past consideration is a subsequent
promise independent of the initial transaction and such a consideration is
unenforceable in law. In Roscola V Thomas, the plaintiff bought a horse from
the defendant, after the sale the defendant promised the plaintiff that the horse

20
 was sound, free from vice. The horse turned out not to be so. The plaintiff sued
and the court held that the guarantee was a past consideration because the
guarantee was given after the contract had been concluded.
b. Consideration must move from the promisee to the promisor: Thus,
only a party to a contract can bring an action and enforce it (locust standi). The
rule is that the plaintiff who is suing for a breach of contract must show that he is
the one who has offered consideration.
c. Consideration must be legal: An illegal consideration makes the whole
contract invalid.
d. Consideration must be sufficient, it need not be adequate: By this,
consideration must be sufficient in the sense that it must be something real,
something that has value. In Thomas V Thomas, before the death of a husband
he expressed his desire to allow his wife to live in his house for the rest of her
life. The executor of the estate of the late husband allowed her to live in the
house on payment of $1. The executor later tried to change his mind but the
court held that the widows undertaken to pay $1 a year was a good
consideration.
Where a person is performing his official or public duty imposed on him by law, he
cannot be said to be furnishing consideration if he promises to discharge that duty.
Similarly, an existing contractual obligation cannot or taken to be furnishing any
consideration. Consideration must be real and not illusory. It must be of some value to
the use of law.
INTENTION TO ENTER INTO LEGAL RELATIONS
In addition to offer, acceptance and consideration, the law requires a third element
namely, intention to contract. The test of intention is an objective one. That is
considering all that happened between the parties was a contract intended.
Not every agreement amounts to a binding contract even where valuable
consideration is present unless the parties intended that the agreement should give
rise to legal relation. The intention to create legal relations may be express or implied.
In order to ascertain as to whether there is an intention to create legal relation or not,
the courts have evolved certain guidelines. For instance, where an agreement is of a
domestic nature, the courts are prone to assuming, on the face value of it, that there is
no intention to create legal intentions.
Agreements related to domestic family of social affairs

21
In these types of cases there is a presumption that the agreement is not intended to be
binding. Example of such agreements includes agreement between husband and wife
since it is never intended that non-performance can be subject of sanctions in any
court. For example, if A promises to take his wife to the cinema at 5:00pm on the
25/01/20 and he fails due to some work in the office or is held up due to traffic jam on
his way back home or forgets to keep the engagement in mind or is too tired. Can she
sue him for the breach of the promise even if she canceled all her engagements and
kept on waiting for him all the time? She furnished consideration but the promise is not
legally enforceable for a simple reason that there is no intention to enter into legal
relationship.
In Balfour V Balfour (1919) 2 K.B 571, a civil servant who was on overseas posting in
Ceylon agreed to be sending down subsistence allowance of €30 to his wife every
month. Later on, they got separated. The husband did not fulfill his promise. The wife
sued her husband for the unpaid allowances after both of them had separated. It was
held that the arrangement was purely a domestic agreement that the parties did not
intend to create any binding legal relations.
The above presumption applies only when the agreement is made during cordial
relationship. If the relationship is not good, this presumption will not apply and
arrangement shall be taken to be binding and enforcement by the court of law. In
Merrit V. Merrit, a husband deserted his wife and agreed to pay her allowances per
month and also transferred the title of the house to her name but failed to keep the
promise, the Court of Appeal held that the promises were intended to have legal
effects.
The domestic engagement presumption does not apply where engagement involves
great sacrifice on part of one or both parties. In Parker V Clark, the defendant invited
the plaintiff to live with him. The plaintiff accepted the offer, sold his house and went to
live with him. The plaintiff accepted to share expenses with the defendant who
promised to leave the house to the plaintiff in his will. After some time, they quarreled
and the uncle wanted to evict the nephew from the house on the ground that the
agreement was a domestic arrangement and not binding. The court held that it was
binding in view of the sacrifice the plaintiff made.
Commercial Contract
The court would presume in this type of cases that an intention to create legal relation
exist unless a contrary situation is proved. However, where express words are used to
exclude intention to create legal relations, no enforceable interest or obligation will be
created. In Atu V Face to Face Pools Ltd (1974) 4 U.I.L.R 131, the plaintiff sued the
22
defendant claiming N3, 000 as the money he won on the defendant’s football coupon.
The defendant denied liability and relied on a clause contained in the coupon that the
transaction is binding in honour only. The court held that the parties by agreeing that
the transaction was binding in “Honour” only did not intend to create legal relations.
LEGALITY OF OBJECT
A contract is said to be illegal if it violates a rule of law or where it is immoral.
a. Contract illegal by Statute: A statute may expressly or impliedly prohibit
the making of certain kinds of contracts. Statute in this context includes Acts of
National Assembly or Laws of State Houses of Assembly or Decrees and Edicts.
Ministerial rules and regulations even Local Government Rules and Regulations.
Such Statutes may declare the contract illegal as formed or as performed.
Examples of contract illegal by Statute include contract to import hard drugs or
cigarettes, contract to sell land without the Governor’s consent is unlawful under
the 1978 Land Use Act.
b. Contract to commit a crime, a tort or Fraud: Where the object of the
contract between parties is the commission of crime, such contract is illegal for
example, where P hires the services of X a popular hired-killer to assassinate Y
for consideration of N50,000. The contract between P and X is illegal since the
contract involves the commission of a crime. Where the contract is also for
defamatory statements, the contract would again be illegal because it involves
the commission of a tort.
c. Contract prejudicial to the Status of marriage: Contract that encourages
marriage brokerage that is, contract to introduce men and women with a view to
their subsequent marriage (i.e Bigamy) are void. A contract in which absolute
restraint of marriage is encouraged is void.
d. Contract prejudicial to Public safety: A contract that encourages doing
business with an enemy of one’s country for e.g. importing toxic waste or where
a Nigerian and an alien whose country is engaged in a war with Nigeria is wholly
illegal. Similarly, a contract that tends to disturb a country’s relation with a friendly
country is illegal.
e. Contract that tends to promote corruption: Contracts that encourage
bribing public officers or tending to corrupt the administrators of the affairs of a
country are illegal.
f. Contract prejudicial to the administration of justice: e.g. preventing the
course of justice by taking bribe not to report a crime.
23
 g. Contract to oust the jurisdiction of the courts: e.g. contracts which have
the effect of taking away the right of one or both of the parties to bring an action
before a court of law is void.
h. Contract that encourages sexual immorality: a contract which directly or
indirectly promotes sexual immorality is illegal thus a prostitute cannot sue for her
fees neither can a landlord sue to recover arrears of rent from her if he knows
about her prostitution.

Effects of Illegal contract

Where a contract is illegal then it is void ab initio (from the beginning) and without any
legal effect. In order words, it is treated as if it had never been made at all. The
consequences that follow from this are:
a. Neither Party can sue on the contract.
b. Any money paid or property transferred by one party to other under the
contract is irrevocable.
c. Contracts, which are related or connected to the original illegal contract are
also illegal.
CAPACITY OF PARTIES TO CONTRACT
For a contract to be valid, parties must have full capacity. As a general rule, some
groups of people ordinarily have no capacity to enter into a valid contract viz: infants or
minors, insane persons, drunken persons, illiterates, corporations and married women.
However, there are exceptions to this general rule as follows:
Infants: An infant is a person under the age of 21 years. Under the Nigerian law, an
infant is someone below 18 years and therefore cannot enter into a valid contract.
Under the law of contract, a contract entered into between infant otherwise called
minor and a person of full age is enforceable against that person by the minor but is
not enforceable against the minor. Nevertheless, contract for necessaries and
beneficial contract for service are binding. Necessaries may include:
1. Goods suitable to the condition in life of the infant and to his actual requirement
at the time of sale and delivery. It covers such essential things like food, drink,
clothing, shelter. Articles or mere luxuries are not necessaries but whether a
particular thing is a necessity or not is a matter of fact to be decided by the court.
24
 The court does this by taking into consideration factors like the infants status in life
whether or not the infant is adequately supplied at the time etc. in Nash V Inman,
Nash obtained from the plaintiff expensive clothes including 11 fancy waistcoats
which were considered not necessities because the infant was adequately supplied
at the time he entered into the transaction.
2. Beneficial contract of service are also binding since these are contract under
which an infant receives training or instruction for his future career, by entering into
this contract the infant receives real benefits by being equipped to earn his
livelihood. The basis of validity of this type of contract is its benefit to the infant.
Voidable Contracts: On the other hand, are contracts in respect of which an infant
acquires an interest in property of a permanent nature with continuing obligations
attached. E.g. partnership or contract for the purchase of shares in a company. Such
contracts are valid and binding on an infant and are repudiated either during infancy or
within a reasonable time of reaching majority.
Void contracts: Section 1 of the Infant’s Relief Act 1874 provides that the following
contracts if entered into by an infant are absolutely void.
a. Contract of loan.
b. Contract of goods supplied or to be supplied which are not necessities.
c. Contract of account stated i.e. An admission of debt of IOU. The effect of
this statute is that an infant cannot be sued on any of the types of contract above
though equity is sometimes involved to grant some relief.
Insane Persons: Contract made with mentally unstable persons are valid that is the
insane person is bound by the contract unless he can prove:
a. That owing to his mental state he did not understand the nature of the
contract and;
b. That his condition was known to the other party.
Where these conditions are proved, the contract becomes voidable and can be set
aside at the option of the insane person. A mentally unstable person is liable for
necessities that is goods and services for which he must pay reasonable price.
Drunken Persons: The rules governing drunkenness liability are same as that of an
insane person. Such contracts are voidable at the option of the drunkard. It should be
noted that such contract can be expressly ratified (sign or give formal consent to) when
such a drunkard becomes sober.

25
Illiterate Persons: The definition of an illiterate for this purpose goes beyond the
technical dictionary meaning which is restricted to a person unable to read or write in
any language. A graduate in English may be an illiterate in German. An illiterate is not
bound by a contract evidenced in document signed by the illiterate without
understanding the content of the document, for such a contract to be binding on the
illiterate such document must be read and explained to the illiterate before signing.
Married Women: Under the Customary law, they have contractual disabilities, that is,
they have no capacity. Under English law, until recently they had no contractual
capacity because husband and wife are taken to be one. However, nowadays women
are personally liable in any contract in which they are involved.
VITIATING ELEMENTS OF A CONTRACT
The law recognizes some kinds of behavior that can take away a person’s ability to
freely enter into an agreement. These include mistake, misrepresentation, duress and
undue influence.
a. Mistake: Mistake may be classified into three namely:
i. Common mistake: This arises where both parties share the same
mistake i.e. each party is mistaken as to some fundamental facts which is
the basis of the contract e.g. A enters into a contract with B for the sale of a
house but unknown to both of them, he house has been destroyed by fire.
ii. Mutual mistake: Mutual mistake occurs where the parties
misunderstand each other. In other words, they are at cross purpose e.g. A
makes an offer to B about his Peugeot 504 and B accepts thinking that A is
referring to a Peugeot 505.
iii. Unilateral mistake: Here one party enters into a contract under the
mistaken belief about some material fact and the other party is aware of the
mistake but still exploits the situation e.g. of such a mistake is where a
party is mistaken to the actual identity of the other contracting party in the
contract.
The effect of mistake upon agreement
Common law and equity have different attitudes on the effects of mistakes on
agreement. A contract may be declared void at Common Law that is no contract came
into existence. Equity on the other hand adopts a mere discretionary attitude in that a
contract based on a material mistake can only be voidable at the option of the party
who has suffered from the mistake.

26
 b. Misrepresentation: Parties make statements, which are representations,
which may or may not be incorporated as terms of a contract. If such preliminary
statements are false that is known as misrepresentation. Misrepresentation may
affect the agreement and render it void or voidable. For a misrepresentation to
have operative effect on a contract, it must satisfy the following:
i. Inducement: the statement must have actually induced the other
party into the agreement.
ii. Fact, not law: misrepresentation must be one of fact and not law.
iii. The statement must have been addressed to the person misled.
Types of Misrepresentation
1. Fraudulent: a representation here is made knowingly or without belief in its
truth.
2. Innocent: this arises where the party making the statement has no
intention to deceive i.e. made the representation with an honest belief in its
truth.
3. Negligent: in this type of statement, responsibility is extended to careless
statements made in breach of a duty of care owed to the other party.
Duress and undue influence
Duress: This is a situation where one party has forced the other party into contract by
actual physical force or threats i.e. threat of bodily harm or imprisonment.
Undue influence: It occurs where a party to a contract stands in a position of influence
over the other. This is common in situations where one party exercises some
dominance over the other. Examples include the situations of relationship between:
(a)Parent and child.
(b)Doctor and patient.
(c) Solicitor and client.
(d)Religious adviser and disciple.
A contract induced by undue influence is voidable.
A contract may be discharged or brought to an end in four possible ways:
a. By Performance: This is a situation where the parties to a contract have
completely performed their duties under the contract, the contract is completely
extinguished. It releases the parties from further obligation.
27
 b. By Agreement: The parties to a contract can bring the contract to an end
by mutual agreement. The parties may agree to a complete discharge or a
variation of the terms of the original contract or the substitution of another
contract altogether.
c. Discharge by breach (fundamental breach): This may be due to a
mistake of one party or of both parties. It occurs where a party fails to perform or
shows an intention not to perform one or more of the obligations laid upon him by
the contract. A breach can be actual or anticipatory.
Actual Breach arises when a contract is still not performed on the date agreed by the
parties.
Anticipatory Breach is one that occurs after the agreement but before the date of
performance laid down by the parties.
d. By Frustration: This is usually due to an act of God which is called Force
Majeure. i.e. major force. A contract is discharged if through no fault of either
parties it becomes impossible for them to perform their contractual obligations
under the contract.
Frustration occurs in the following ways:
i. Destruction of the subject matter e.g. fire, earthquakes, volcanic
eruptions, rainstorm, accidents. In Taylor V Caldwell (1863) 3 B&S 826 a hall
hired for a musical concert caught fire and thus frustrated the contract. Neither
party could claim anything from the contract.
ii. By death especially in personal contract of service. It may also be due to
sudden illness.
iii. Unavailability of materials for the completion of the subject matter of
the contract. This is applicable when caused by law such as the legislation
prohibiting the importation of specified goods by the government.
iv. Cancellation of an event e.g. coronation cases where contract for the
rentage of Scaffold and Stands for watching the coronation event was frustrated
by sudden cancellation.
v. Performance is rendered illegally e.g. where importation of a particular
set of goods into Nigeria has being prohibited by law.
Effects of frustration
1. Under the Common Law
28
 a. The contract is automatically terminated and both parties are consequently
discharged from further performance.
b. All rights that already accrued prior to the frustration shall not be affected.
c. However, where a person has paid some money in advance and nothing
was forth-coming before the frustration, he is entitled to recover such money for
failure of consideration.

2. Law Reform (Frustrated Contracts) Act 1943 UK

Some notable statutory changes in the law of frustration include the fact that:
a. On frustration, all sums payable before the time of discharge shall cease to be
payable and all sums paid shall be recoverable, but a party entitled to such payment
may retain or recover the whole or part of such sum not in excess of the expenses
that have been incurred.
b. If a party obtains a valuable benefit before the discharge of the contract, the court
may award the other party any sum it thinks fit not exceeding the value of the
benefit.
Identify remedies for breach of contract
An innocent party has several remedies available to him against the defaulting party.
These include damages, injunction, specific performance etc.
a. Damages: Where a party suffered a loss by reason of a breach of Contract
the court may decide to award damages (usually in form of money) which will
have the effect of placing such a party in the same position as if the contract has
been performed. However, the plaintiff cannot recover damages for any loss
which he could have avoided but which he has failed by act of omission or
commission or through unreasonable action or inaction to avoid.
b. Rescission: “This is an equitable remedy” and the effect of this remedy is
to put injured parties back to the positions they were (i.e status quo ante) before
the contract was entered into. This right is enjoyed by a party injured for a breach
of condition. It is also available to a party in a contract vitiated by
misrepresentation or mistake. Rescission terminates the contract.
c. Specific performance: This is an equitable remedy where the defaulting
party shall actually perform the promise he has made. The remedy is left at the
discretion of the court. This relief is usually granted to a party where damages
29
 will not be an adequate remedy and for contracts of items that are scarce or rare.
It is not available in the case of contract of personal service.
d. Injunction: This is an equitable remedy which is at the discretion of the
court. The court may order a person to do or not to do a certain act. It is used to
prevent a party from committing a breach of contract. The court will grant an
order of injunction where the remedy of damages will be insufficient to
compensate an injured party.
e. Quantum Meruit: This is a sort of part-performance in which a party claims
“as much as he deserves”. Quantum meruit is a claim where work done is in
partial performance especially where the contract is severable or divisible or can
be separated. In Ekpe V Mid-Western Nigerian Development Corporation
(1967) NMLR 407 the plaintiff sued for the payment of his salary for the period he
worked for the defendant, it was held that even where a contract was void, the
party who worked can sue on a quantum meruit (i.e for work done)

LAW OF AGENCY
Agency may be defined as the legal relationship which arises whenever one party (the
agent) is expressly or impliedly authorized to alter another party’s (the principal) legal
position. The Agent is authorized to act and acts on behalf of the Principal by either
buying and selling goods, or entering into contracts with third parties for him.
Agency relationship must contain certain essential features before it will be regarded
as such as the court explained in Michelin Tyre Co V Macfarin (Glassgow) Ltd 1917
where an agreement which does not contain the basic legal feature of agency cannot
be turned into one simply by describing a party (wrongly) as a “Sole Agent”.
Features
The agreement or relationship between parties must exhibit the following features:
1. There must be at least two parties i.e. Principal and Agent: These
parties must be separate, distinct and in existence at the time the agreement is
entered into. A company cannot therefore appoint one of its branches or divisions
as its agent in law.
2. In dealing with third parties, the agent represents and acts on behalf
of the principal not for himself: If an agent, for instance is asked to buy
property, he does not acquire any interest in it beyond his commission or
remuneration. The property is required for and on behalf of the principal. It was
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 held in Michelin Tyre Co V Macfarin (Glassgow) Ltd (Supra) that a retailer
who had bought goods for his own use was not an agent even though the
agreement between him and the seller had described the buyer having “exclusive
agency”
3. The agent’s actions or representations are required to affect or alter
the principal’s legal position with outsiders only: Thus, a person
representing another in a social capacity only is not regarded as an agent in law.
4. The agent derives his authority from the principal, either directly
(express authority) or through the operation of the law (implied authority):
A principal cannot therefore appoint an agent to do for him something which the
principal himself lacks legal capacity to do.
5. Agency is regarded as a fiduciary relationship at law: This means that
is based on trust and confidence.
Generally, the relationship of principal and agent may arise in three main ways:
(i) by agreement, whether contractual or not or express or implied in nature,
(ii) by subsequent ratification by the principal of the agents act done on his
behalf, and
(iii) by operation of law under the “doctrine of necessity”
Whether or not an agency relationship exists would largely depend on the true nature
of the agreement and the circumstances of the relationship between the principal and
the agent. In another vein, the law of agency consists of the law of the employer and
the employed, where the employment consists of bringing the employer into
contractual relationship with the third party. The relationship is simply referred to as
“the Master and Servant” relationship under labour law and for which there is a
vicarious liability.
An agent should be distinguished from an independent contractor. An independent
contractor is the person who negotiates with the third party on his own behalf.
An agent is not a trustee of the goods in his care not being the legal owner. The extent
of the agent’s discretion is determined by his principal’s instructions. Legal title always
remains in the principal. An agent can therefore not give good title all by himself.
Ways of forming an agent relationship
In creating an agency, two basic factors are important. These are the capacity to act as
a principal and the capacity of both parties to enter into a relationship.

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As a general rule, the liability of the principal or the agent to the third party will depend
on the contractual capacity of the party against whom the action is brought. E.g. the
agency will be terminated if the principal becomes bankrupt or mentally ill.
Even though there is a general rule that stipulates that anything a person has power to
do himself he may do by means of an agent. But the right to appoint agents is subject
to certain restrictions:
a. A principal cannot appoint an agent to do for him or perform a duty or act
imposed on the principal personally or by Statute.
b. A public officer cannot likewise permit agents to exercise his powers which
devolve on him by virtue of the office he occupies without first obtaining statutory
authority.
c. A person whose capacity is limited cannot himself appoint an agent to do
what he cannot do, thus;
i. Minors or Infants can only appoint agent to contract for necessaries
or enter into beneficial contracts of service only, on the minor’s behalf.
ii. A mentally handicapped person (i.e. insane) cannot appoint an agent
except during a lucid interval.
iii. A corporation can only appoint agents to do things which are within
the corporation power i.e. they cannot appoint agent to do something which
is not within the corporation’s power (i.e. ultra vires) in the company’s
Memorandum of Association.
iv. Illiterate persons are permitted to appoint agents. The various
illiterate protection Acts contain procedures to ensure that the illiterate
would not be exploited in writing e.g. there must be an illiteracy clause
showing the name and address of the writer, the consideration charged for
preparing it, as well as a statement to the effect that the document was
read and interpreted to the illiterate in a language he understands before
he thumb printed or made his mark on it.
Who can be appointed as an Agent?
Every legal person including infants and other persons with limited or no capacity to
contract on their own behalf are competent to act or contract as Agents. A minor
therefore can be appointed as an agent, to purchase non-necessaries (from the view
point of the minor) for the principal. His contract with third parties to that effect would
not be void; but he cannot enforce it in case of breach only the principal can sue on it.
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NOTE: if a statute requires an agent to obtain specified qualification it will be illegal to
appoint an agent who is not qualified e.g. lawyers as agent.

CREATION OF AGENCY
It may be created in two broad ways namely:
1. Express Creation:
a. By deed: this involves issuing an authority in writing with the necessary
instructions and attestation clauses that is signed, sealed and delivered. This
process is known as the granting of a Power of Attorney.
b. Oral Instruction: this is agency by appointment. It deals with express
authorization of the principal to the agent to act for him.
2. Implied Creation
a. Agency of Necessity: this is created by an act of person who normally
had no authority but was compelled to reasonably act to protect the interest of
the 3rd party especially during an emergency situation.
b. Agency by Estoppel: this is a type of agency that can be inferred from the
conduct of the parties. If the situation that exists suggests that parties want to
create an agency relationship, either of the parties is estopped(prevent, bar or
preclude) from denying the existence of such a relationship. See Orji V Anyaso.
c. Apparent Agency: this occurs where a principal has not taken due
precaution to prevent a situation where somebody portrays himself as having
power to act as his agent.
d. Agency by Ratification: this occurs where the principal having full
knowledge of the fact, accepts the benefits of the contract entered into by his
apparent agent. Any act whether lawful or unlawful may be ratified provided it is
not void. If it is voidable, it is still capable of being ratified as long as it is valid. In
Brook v Nook (1871) L.R 6 exch.89 where an agent forged his principals
signature on a promissory note, it was held that the attempt at ratification was
void. The principal must have capacity as at the date of the contract.
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Classification of Agents
Agents are primarily divided into two main classes depending on the powers, activities
and transactions they are required to perform as follows:
a. General Agents: This type of agent is usually of a continuing nature. They
are agents who have been authorized, in their normal course of business, to represent
a principal in all matters relating to specified transaction, business or profession. E.g. a
Sales Manager in a Supermarket. Where a general agent has a limitless authority he
becomes a Universal Agent.
b. Special Agents: These are agents empowered to represent their principals
in specific transactions only. Their authority to act is therefore more limited and
circumscribed than that of general agents.
A person may be both a general agent and special agent at the same time.
The following are types of Agents known in addition to the above-mentioned
Agents:
1. Factors: A factor unless otherwise instructed sells or disposes of goods in his
own name. He has the authority to sell goods or to consign goods or raise money
on the security of goods. Factors as a category are now subsumed in the statutory
definition of mercantile agents.
Mercantile agents especially Factors normally sell goods in their own name without
necessarily disclosing the principal. According to Sec 2(1) of the Factors Act
1889 (and corresponding State Laws) any person who buys goods in good faith
from a mercantile agent who has obtained possession of the goods or the
document of title from the true owner shall have a good title even if the agent
appropriates the money paid. The agent of course breaches his agency contract
and may be sued by the true owner or principal.
2. Brokers: He negotiates and makes contract for the sale and purchase of goods.
Unlike a Factor; he is not left in possession of the goods. E.g. Insurance and Stock
Brokers. Brokers are paid commission for their services known as Brokerage. He
cannot exercise a right of lien (the right to retain the lawful possession of another
person’s piece of property until the owner fulfills a legal duty to the person holding
the property, such as the payment of lawful charges for work done in the property)
on goods and can only sue in his principal’s name.
3. Auctioneers: An Auctioneer represents his principal at public sale; they are
usually licensed to sell properties of Mortgagors who have faulted in payment.

34
 Auctioneer acts between the Vendor and the Purchaser. He receives commission
and invariably sells to the highest bidder.
4. Estate Agents: This agent deals in the acquisition of valuation of and disposal
of properties. He also arranges leasing agreements with prospective tenants. He
acts as the agent of the Vendor or Seller only.
5. Del-Credere Agents: This is a mercantile agent who in return for an extra or
higher rate of commission called a del credere commission, promises to
indemnify i.e. pay the principal if the third party with whom they contract in respect
of goods fails to pay what is due under the contract. In effect, a “del-credere” agent
is a surety of the person with whom he enters into a transaction. This is just a form
of guarantee which may not necessarily be in writing in order to be enforceable in
law.
6. Mercantile Agents: He represents someone in commercial and certain aspects
of trade. Their duties are more or less similar to those of the Factor agents. The
rules on Mercantile agents apply to only those who “act in the course of their
business as mercantile agents” (not a person acting as a “mere friend” for
example).
7. Universal Agents: This is someone who represents various principals in many
aspects of trade. He is appointed by a Deed under Power of Attorney and has
wide powers.
8. Confirming Agents: These agents are used widely in International trade. They
ensure that importers and exporters are duly paid and shipping documents
delivered. A Supplier in Britain for instance may be reluctant to ship goods to an
importer in Lagos whose reputation he doesn’t know. The importer will therefore
nominate a confirming agent in Britain (normally) a British Bank which has
correspondent relationship with the Nigerian Banker of the importer which will
agree to confirm the letters of credit to ensure payment in case the importer
defaults.
9. Insurance Agents & Brokers: They are employed in the insurance industry to
negotiate policies on behalf of customers with insurers. Their operations are
regulated by the Insurance Act. This statute provides for their licensing,
qualifications and specifies penalties for erring agents and brokers.
The agency relationship creates certain duties and rights between the Principal and
Agent.
Agent:
35
1. To obey the lawful instructions of the Principal: The law generally implies a
term into all contracts of agency to the effect that the Agent is bound to obey all lawful
and reasonable instructions of the Principal relating to the manner in which to perform
his duties.
2. He should not delegate his authority except in certain circumstances as
aforementioned: Hence, the latin maxi “delegatus non potest delegare” which means
an authority given to one cannot be delegated to another. Exceptions to the rule that
makes it permissible are:
a. where custom and usage in a trade allows delegation;
b. where necessity or emergency situation compels the agent to adopt a
substitute;
c. where there is an express or implied authority by the principal to delegate;
d. where delegation is pertinent to the attainment of agency’s goals;
e. where statutory provision empowers delegation.

3. The Agent must act in good faith and avoid conflict of interest: Since
agency is a fiduciary relationship, a relationship based on trust and confidence, the
duty to act in good faith towards the principal is one of the most important obligations
imposed by law on agents. In Armstrong V Jackson (1917) 2 K .B 822 Armstrong
employed Jackson a stock broker, to buy shares for him. Jackson sent a contract note
to Armstrong showing that the shares had been bought whereas it was a ruse or sham.
Jackson in fact sold his personal shares to Armstrong. It was held that Armstrong could
rescind the contract.
4. He should not make secret profit: Such secret profit made by an agent can be
recovered. See Reading V Attorney-General (1951) A.C 507.
5. He should not disclose confidential information: However, an Agent would
not be accountable where:
a. The information is available to the public
b. Use of the information or opportunity cannot be said to be using the
principal’s property.
c. The information is of no value to the principal.

36
6. He should render accounts as and when due: Where an Agent fails to make
full disclosure of such account to the principal, the transaction effected by the agent
can be set aside unless the principal decides to rectify it.
7. Agents should exercise due care and skill: This depends on the Agents
status.
Principal:
1. An agent is entitled to compensation or remuneration for services
ordered by him to the principal: An agent must be reimbursed for all expenses
lawfully incurred by him, he should be indemnified against all losses and liabilities
suffered. This is the most important obligation of the principal to the agent.
2. There are situations where the agent may be denied his right of
indemnity:
(i) Where the agent defaults in executing the principal’s instruction
(ii)Where the agent undertakes unauthorized acts.
(iii) In respect of any contract or agreement rendered null and void by law
(iv) Where the acts are unlawful
3. An agent’s right to Lien: An agent can detain a person’s goods until a
given debt is paid (right of lien). The right is generally regarded as a particular, not a
general possessory lien- this means that he has the right only to refuse to part with the
Principal’s properties that have come into his hands as a result of the particular
transaction for which he claims to be paid.The right of lien does not entitle the Agent to
sell the property; it is a right to detain only. Again the right can only be exercised if:
a. It is not excluded by the agency contract
b. The Agent obtained possession of the Principal’s goods lawfully
c. The goods were obtained by the Agent in his capacity as an Agent and not in
some other capacity.
TERMINATION OF AGENCY
This can be done in two main ways:
1. By the act or conduct of the Parties : Through this, a relationship between the
principal and agent can be terminated by mutual agreement. Termination may
also be done by giving necessary notice of revocation as contained in the
contractual agreement. The consent of the agent is necessary in the case of
revocation
37
 2. By operation of the law:
(i) Through death
(ii) Through insanity of one or both parties
(iii) Through bankruptcy of one or both parties
(iv) By Frustration
(v) Through illegality of the subject matter
(vi) Where subject matter is no longer existing
(vii) Expiration or lapse of time
General effects of Termination
As a general rule, when an agency is terminated, such termination affects future
matters rather than existing relationships. In the case of revocation by one party, the
third party may not be affected unless he knows about the circumstances. However,
when the termination is by operation of the law, the authority ends automatically
whether or not the third party knows or is informed about it; where there is a case of
insanity of the principal, the power of the agent ends immediately irrespective of the
third party knowing about it or not. This is also applicable in the case of death of the
principal. His death shall put an end to the agency and his estate shall not be liable.
Furthermore, where the principal is an incorporated body, the dissolution of the body
will put an end to the agency. It is of no consequence if the agent is not aware of the
death of the principal. However, it is important to note that the death of the
principal will not have any effect on the contract entered into by an agent who
has an authority that is irrevocable.
LAW OF NEGOTIABLE INSTRUMENTS
Negotiable instruments are documents used in financial and commercial transactions
to secure the payment of money. It is a mode of transferring a debt from one person
to another. Negotiable instruments are always in written form. E.g. of negotiable
instruments are -a cheque, a promissory note, a bill of exchange as per Sec 13(1)
of Negotiable Instruments Act, 1881.
1. Bill of exchange: A bill of exchange is an unconditional order in
writing, signed and addressed by one person (the drawer) to another (the
drawee), requiring the drawee to pay on demand or at a determinable or fixed
future date, a specific sum of money to a third person (the payee). The payee is
frequently the same person as the drawer of the bill. The term bill of exchange
usually refers to foreign exchanges, rather than domestic transactions. On
accepting a bill of exchange, the drawee becomes the party primarily responsible for
paying it. Bills of exchange are negotiable and constitute one of the principal forms
38
 of commercial documents in most countries. The most common bill of exchange is
the cheque. e.g. of bill of exchange “Please let the bearer have N15,000 and
oblige”.
2. Cheques: A cheque is a draft payable upon demand and drawn on a
bank. The issuer of the cheque is the drawer who orders the bank at which he has
an account referred to as the drawee to pay a named individual or entity or the
bearer of the cheque, the payee a specified sum of money upon presentation of the
cheque. A cheque includes a money order. Draft is a written order for the
payment of money drawn by one person, directing a second person or
financial institution to pay a third person. Whereas bills of exchange are always
negotiable, drafts may be non – negotiable. A draft is payable on site or on
demand, however, in some transactions, drafts are often payable at a stated date in
the future. There are different types of cheque.
3. Promissory notes: Sec 4 of the Act defines a promissory note as an
instrument in writing. It is also governed by Sec’s 85 to 91 Bills of Exchange Act
Cap. 35 LFN 1990 (Nigeria). Sec 85(1) of the BEA defines it as “unconditional
promise in writing, made by one person to another, signed by maker, engaging to
pay on demand or at a fixed or determinable future time a sum certain in money to
or to the order of a specified person or to bearer”. A promissory note differs from an
IOU in that the former is a promise to pay and the latter is a mere acknowledgment
of a debt. It also differs from a bill of exchange including cheque because in bill of
exchange there are three parties while the promissory note has only two parties. A
promissory note is negotiable by endorsement if it is specifically made payable to
the order of a person. It must also contain an undertaking to pay.

Lagos 15/12/2019

₦100,000.00

One month after date, I promise to pay Bala the sum of one hundred thousand naira
for the value received

Sandra

There are other instruments such as railway receipts, government promissory

notes, delivery order etc.
Effect of Forgery

39
In forged instruments, there is a complete absence of title from the very beginning.
Forged instruments in the eyes of the law have no existence whatever. A forged
signature is altogether inoperative.
Liabilities of parties to negotiable instruments
1. Liability of Drawer: Sec 30 of the Negotiable Instruments Act, 1881 states that
the drawer of a bill of exchange or cheque is bound in case of dishonor by the drawee
or acceptor therefore, to compensate the holder, provided due notice of dishonor has
been given to or received by, the drawer.
2. Liability of Drawee of Cheque: The drawee of a cheque having sufficient funds of
the drawer in his hands, properly applicable to the payment of such cheque must pay
the cheque when duly required so to do, and, in default of such payment, must
compensate the drawer for any loss or damage by default (Sec 31 of the Negotiable
Instrument Act 1881)
3. Liability of Maker of note and acceptor of bill: The maker of a promissory note
and the acceptor before maturity of a bill of exchange are bound to pay the amount
thereof at maturity according to the apparent tenor of the note or acceptance
respectively, and the acceptor of a bill of exchange at or after maturity is bound to pay
the amount thereof to the holder on demand. In default of such payment as aforesaid,
such maker or acceptor is bound to compensate any part to the note or bill for any loss
or damage sustained by him and caused by such default (Sec 32 of the Negotiable
Instrument Act 1881).
4. Liability of endorsement: Liability of endorser in the absence of a contract to the
contrary, whoever endorses and delivers a negotiable instrument before maturity,
without, in such endorsement, expressly excluding or making conditional his own
liability, is bound thereby to every subsequent holder, in case of dishonor by the
drawee, acceptor or maker, to compensate such holder for any loss or damage caused
to him by such dishonor, provided due notice of dishonor has been given to or received
by such endorser as here in after provided. Every endorser after dishonor is liable as
upon an instrument payable on demand. (Sec 35 of the Negotiable Instrument Act
1881)
5. Liability of prior Parties to a holder in due course: Every prior party to a
negotiable instrument is liable thereon to a holder in due course until the instrument is
duly satisfied (Sec 36 Negotiable Instrument Act 1881).

Main Legislations

40
The main legislation that regulates law of negotiable instruments is the Negotiable
Instruments Act, 1881; this is however mostly used in India as the common wealth of
nations has its jurisdictions which have codified the law relating to negotiable
instruments in a Bill of Exchange Act.
In Nigeria, it has been codified to the Bill of Exchange Act Cap, 35, LFN 1990.
In the UK, they have the Bill of Exchange Act 1881 they also have the Cheque Act
1957.

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