Business Law and Commercial Transactions
Scope
Business Law and Commercial Transactions tests the legal framework for contracts, agency, sale of goods, negotiable instruments and business dealings in Nigeria, drawing on common law, statute and case law.
Core rules
- Contract formation. Offer, acceptance, consideration, intention to create legal relations and capacity. An invitation to treat is not an offer; a counteroffer destroys the original offer.
- Communication. Revocation must reach the offeree before acceptance. The postal rule may make acceptance effective on posting where it applies, but modern electronic communication needs careful analysis.
- Terms and breach. Distinguish conditions, warranties and innominate terms. Remedies include damages, specific performance and rescission.
- Agency. An agent binds the principal within actual or apparent authority; undisclosed principals and ratification have limits.
- Sale of goods. Implied terms include title, description, fitness for purpose and satisfactory quality where the seller acts in business.
Worked example
A offers by email to sell a generator to B for N2m, “open until Friday”. On Wednesday A sells it to C. B learns of this from a friend on Thursday and posts acceptance. No contract forms with B: revocation must be communicated by A or with A’s authority before B accepts, and indirect knowledge is generally insufficient. B’s later acceptance is ineffective.
Traps
Do not treat a price list as an offer; do not forget consideration; do not assume the postal rule applies to email; and do not confuse agency authority with an agent’s own credit.
Key check
For every transaction, ask: who is the contracting party, what are the terms, and has authority been established?