- SOURCES OF NIGERIAN COMMERCIAL LAW
Nigerian law is derived from four (4) main sources. These are English law, Nigerian legislation, Nigerian case law and customary law; however only the first three sources are relevant to the subject of Commercial law.
- English Law
English law has been introduced into Nigeria through general and special legislation either of the local or imperial legislature, but by far the most important mode of reception of English law is through local statutes introducing English law. In this way, not only the whole system of English common law and equity but also (except in a few States in the country) statutes of general application in England as at January 1, 1900 have been received into the legal system.
In addition to the English law received in this general manner, there are also rules of law which are specifically received into our legal system.
English law is divided into common law and equity of England and English Statutes. Common law and equity account for a very considerable part of the Nigerian Commercial law especially the areas of contract, agency, employment, hire purchase, insurance and bailment.
- Nigerian Statutes / Legislation
For the purpose of Commercial law, some of the items on the Exclusive Legislative List in Part 1 of the Second Schedule of the 1999 Constitution of the Federal Republic of Nigeria are Aviation, Banks, Banking, Bills of Exchange and promissory notes, commercial and industrial monopolies, control of capital issues, copyrights, currency, insurance, incorporation, labour, trade or business names, industrial design and merchandise marks, Stamp Duties, Taxation, Trade and Commerce as specified and so on.
- Nigerian Case Law
The Courts, through interpretation, have created a body of legal principles which show the application of English law and concepts to Nigerian circumstances as well as the limitations of various Nigerian legislation.
The branches of Commercial law in Nigeria are mainly contractual and include such commercial contracts as agency bailments, bills of exchange and other negotiable instruments, bills of sale, carriers, employment, hire purchase, insurance, money-lending, partnership, sale of goods and international commercial transactions. Other branches of Commercial law concerning the protection of industrial and commercial property include trademarks, patents, designs and copyright.
- INTERNATIONAL COMMERCIAL TRANSACTIONS
Most of the commercial transactions entered into in Nigeria are necessarily governed by Nigerian law which, as earlier stated, may be derived from the received English law, local statutes and cases. However, with the growth of foreign trade, a substantial part of commercial contracts now has a foreign element. In a situation where there occurs a conflict of laws and the question whether or not Nigerian courts have jurisdiction to hear an action brought under a contract arises, the law will consider three factors in deciding, these factors are:
- The system of law to be applied in determining the issues in the transaction:
Reference is usually made to the law by which the contract in question was made or that with which the transaction has the most connection.
- The jurisdiction of the Nigerian courts to hear an action brought on or arising from the transactions.
The general rule is that a Nigerian court has jurisdiction to hear a case against a person if he can be served with the writ of summons. The most important exception to this general rule is that an action cannot be brought nor execution levied against a foreign sovereign or diplomat unless his diplomatic immunity is waived.
- How a judgment obtained in a foreign Court may be enforced in Nigeria:
A judgment obtained in one country does not automatically become enforceable in another. Indeed, in Nigeria, the judgment of a court in one state is not automatically enforceable in another state. In the case of foreign judgments (that is judgments of courts outside Nigeria), in certain cases they may be recognised as enforceable in Nigeria and in other cases they may be regarded as unenforceable.
The information contained here is based on relevant Nigerian laws, regulations and practices applicable to doing business in Nigeria, as of November 14 2018. This Manual only highlights legal issues, in general, and is not exhaustive. Also it does not, and it is not intended to, constitute legal advice and or opinion. If you have questions or require advice in respect of matters contained herein or any other specific issues, kindly contact us for such advice and we would be happy to assist you on an individual basis and walk with you on your journey to explore the limitless opportunities for investments in Nigeria.
Banwo & Ighodalo does not accept liability for any action (or lack thereof) by you or anyone else as a result of reliance on, or any other use of, information contained herein. For the avoidance of doubt, under no circumstance shall Banwo & Ighodalo be liable for any consequences resulting from reliance on or use of information contained in this Manual.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.