Glossary of Contract Law Terms — Nigeria

Introduction

This glossary defines key terms in Nigerian contract law, which is grounded in English common law as received into Nigerian jurisprudence. The definitions reflect the interpretation and application of these terms by Nigerian courts.

Glossary

Acceptance

The unconditional agreement to the terms of an offer, communicated to the offeror. Acceptance must be absolute and without qualification to create a binding contract.

Anticipatory Breach

A repudiation of a contract before performance is due, where one party indicates they will not perform their obligations. The innocent party may treat the contract as discharged and claim damages immediately.

Breach of Contract

Failure to perform contractual obligations without lawful excuse. Breach entitles the innocent party to remedies including damages, specific performance, or termination.

Consideration

Something of value given by each party to a contract, necessary for the enforceability of a simple contract. Consideration must be sufficient but need not be adequate.

Damages

Monetary compensation for loss suffered as a result of breach of contract. The measure of damages is intended to put the innocent party in the position they would have been in had the contract been performed.

Discharge

The termination of contractual obligations by performance, breach, frustration, or agreement.

Duress

Improper pressure or coercion that vitiates a contract. A contract procured by duress is voidable at the option of the coerced party.

Estoppel

A legal principle preventing a party from denying or asserting a fact inconsistent with their previous conduct or representation.

Force Majeure

A contractual clause excusing performance when extraordinary events beyond the parties’ control prevent performance.

Frustration

The doctrine that discharges a contract when supervening events render performance impossible, illegal, or radically different from what was contemplated.

Illegality

A contract whose object or consideration is illegal or contrary to public policy is void and unenforceable.

Indemnity

A contractual promise to compensate another party for loss or damage suffered.

Misrepresentation

A false statement of fact inducing a party to enter a contract. Misrepresentation may be fraudulent, negligent, or innocent, with different remedies available for each.

Offer

A definite promise to be bound on specific terms, communicated to the offeree. An offer must be distinguished from an invitation to treat.

Privity of Contract

The doctrine that only parties to a contract may enforce its terms, subject to statutory exceptions under the Law Reform (Contracts) Act 1961.

Quantum Meruit

A claim for reasonable remuneration for services rendered where no contract price was agreed or where a contract has been discharged.

Repudiation

A party’s indication of intention not to perform contractual obligations, constituting an anticipatory breach.

Rescission

The equitable remedy of setting aside a contract, restoring the parties to their pre-contractual positions.

Specific Performance

An equitable remedy ordering a party to perform their contractual obligations as agreed, available where damages would be inadequate.

Unconscionable Bargain

A contract where one party has taken unfair advantage of another’s vulnerability. Nigerian courts may set aside such contracts.