Business Law and Regulation: Contracts, Companies and Dispute Resolution
Business Law and Regulation covers the legal framework for commercial transactions and corporate activity in Nigeria, including contract, agency, company law, insolvency, employment and sector regulation.
Core rules
- A valid contract needs offer, acceptance, consideration, intention to create legal relations and capacity.
- An invitation to treat is not an offer; a counter-offer destroys the original offer.
- Acceptance must generally be communicated; postal acceptance rules depend on the stated terms.
- CAMA 2020 governs incorporation, corporate personality, directors, meetings, share capital and insolvency. Separate legal personality follows Salomon v Salomon, subject to statutory veil-lifting.
- Directors' powers are exercised collectively; acts beyond authority may bind the company depending on ostensible authority and the rules of attribution.
- Disputes may go to arbitration under the Arbitration and Mediation Act 2023 or to court.
Worked example
Ada advertises a car for NGN 8m. Bola offers NGN 7m. Ada rejects the NGN 7m. Bola then says she accepts the NGN 8m. There is no contract. Bola's NGN 7m was a counter-offer, which extinguished Ada's original offer; Bola's later acceptance is a new offer that Ada has not accepted. If Ada had merely asked for information, the original offer would remain open.
Traps
Treating a price display as an offer; saying consideration must be adequate; assuming incorporation always protects directors from personal liability for fraud; ignoring statutory restrictions on dividend distributions; and confusing the company's separate personality with its members' liability.