Introduction to Contract Law and Nigerian Legal System

Introduction to Contract Law

• A contract is a legally binding agreement between two or more parties.
• It creates mutual obligations enforceable by law.
• Essential elements, at common law, include: offer, acceptance, intention to create legal relations, and consideration.

Nigerian Legal System

• The system is a relic of British imperialism.
• English law largely displaced traditional systems.
• Lagos was established as a British colony in 1862.
• A court was set up, and five ordinances were initially applicable.
• These ordinances included laws on customs duties, harbor regulations, harbor sanitation, currency, and official seals.
• Further ordinances regarding the legal profession followed in 1864-65, including Supreme Court ordinances.
• Colonial legacies have persisted in Nigeria until today.
• The English legal system was eventually established in 1862 with 25 ordinances.
• The 1960 independence is yet to fully perfect the legal domain.

Sources of Law

• Constitutions
• Statutes and ordinances
• Rules and regulations
• Case law
• The term "Source(s)" in legal research refers to the origin of legal concepts and ideas, governmental institutions formulating legal rules, and published manifestations of law.

Classes in Sources of Law

• Formal sources give validly to the law.
• Material sources concern the origin of the substance of law.
• Historical sources include writings of lawyers (e.g., foreign law rules), that serve as persuasive authority rather than forming part of local law until enacted.

Theories of Sources of Law

• Consensus Theory: A legal system stems from societal consensus on norms, rules, and values.
• Conflict Theory: Society's competing groups shape legal systems, influenced by the powerful.

Other Theories (Middle Course)

• Autochthonism relates to the native origin of the law, considering whether a law is indigenous. Formal and substantive are two aspects

Legal System in Nigeria

• Nigeria has a presidential system of democratic governance.
• The President also serves as head of state.
• Three branches of government include the Executive, Legislative and Judiciary, with respective powers.

Constitution

• Nigeria has a written constitution, the 1999 Nigerian Constitution.
• Key features include presidential form of government, separation of powers, federalism, rule of law, and supremacy of constitution.

System of Governance

• Nigeria operates with a presidential system, with the head of government also acting as head of state.
• These powers are distinct from other branches.

Structure

• Legislative power resides in the National Assembly.
• Executive power rests with the President.
• Judicial power is vested in the federal courts, including the Supreme Court of Nigeria.

Legal System

• Nigeria's legal system is 'mixed', drawing from English law, common law, customary law, and Sharia (Islamic) law.
• Key sources of Nigerian law include its Constitution, legislation (Ordinances, Acts, orders), received English law, customary law and Islamic law
• Legal precedents are also important sources.

Forms of Alternative Dispute Resolution

• Alternative Dispute Resolution (ADR) includes methods such as conciliation, mediation, arbitration, neutral evaluation, settlement conferences and community dispute resolution programs to settle disputes without court litigation.
• Forms such as mediation, arbitration and facilitation are considered in the context of ADR.

Contract Law Principles

• Contract agreement and exchange of promises and their conditions, legality, intention, capacity, and consideration are key aspects
• There are three basic elements: Agreement (offer and acceptance), contractual intention, and consideration.
• Freedom of contract exists but is subject to constraints like public policy concerns.

Principles of Contract Law

• Contracts are considered unique due to the freedom to vary terms.
• Formation, privity, construction, vitiating factors, discharge and remedies are key aspects.

Consideration

• Consideration is an executor when there is an exchange of promises to perform acts in the future.
• Often a part of commercial contracts and transactions.
• Must not be illegal, immoral or contrary to public policy.

Intention to Create Legal Relations

• An intention to create a legal relationship is essential for a valid contract.
• The basic rule is that the parties must intend to be legally bound and must comply with certain conditions.
• Otherwise, a court will not enforce the contract.

Performance in Contract

• The cardinal rule is that the contract must be performed exactly as agreed.
• Minor deviations from the contract can be considered breach of contract leading to damages.
• ‘Time is of the essence’ in contracts where stated or implied to ensure performance within a reasonable time.

Partial Performance

• If an entire contract is only partially performed, the innocent party can claim damages for the part that wasn’t completed.
• If the other party has taken benefit, the courts will likely imply a new agreement.

Standard form of contract

• Standard form contracts are agreements that use pre-printed forms with non-negotiated provisions.
• Generally, the dominant party sets the terms

Other Business Law Principles

• Business law deals with buying, selling, commerce, trade and, importantly, the contract law principles which underpin all business activities.
• Business law principles may include partnership, corporation and dissolution principles.
• Standard contract implications in particular industries, like construction, and the potential for amendments.
• Alternative Dispute Resolution (ADR) as a method for resolving business disputes, and the roles of judges exploring those avenues.