How to draft a contract in 5 easy steps

by Legalnaija | Feb 2, 2024 | Blawg

As a lawyer, you know how important contracts are for your clients and your practice. Contracts are the foundation of any legal relationship, and they can protect your clients’ rights, interests, and obligations.

But drafting a contract can be a daunting and time-consuming task. You have to make sure that the contract is clear, accurate, and enforceable, and that it covers all the essential terms and conditions.

That’s why I want to share with you some practical tips and best practices on how to draft a contract in 5 easy steps. These steps will help you create a contract that is effective and professional, and that meets your clients’ needs and expectations.

Step 1: Identify the parties and the purpose of the contract. The first step is to clearly state who the parties are and what the contract is about. You should use the full names and addresses of the parties, and avoid using ambiguous terms like “seller” or “buyer”. You should also describe the main purpose and scope of the contract, and the benefits and obligations of each party.

Step 2: Define the key terms and conditions of the contract. The second step is to define the key terms and conditions of the contract, such as the price, payment, delivery, performance, quality, warranty, liability, and termination. You should use simple and precise language, and avoid jargon and legalese. You should also avoid vague or ambiguous terms, such as “reasonable”, “as soon as possible”, or “best efforts”. You should also specify how any disputes or changes will be handled, and what the governing law and jurisdiction will be.

Step 3: Draft the contract clauses and structure the contract. The third step is to draft the contract clauses and structure the contract. You should use headings and subheadings to organize the contract into sections and subsections, and use numbers and bullets to list the items and points. You should also use consistent and logical formatting, such as fonts, spacing, and indentation. You should also use transitions and connectors, such as “therefore”, “however”, or “in addition”, to link the clauses and sentences.

Step 4: Review and edit the contract. The fourth step is to review and edit the contract. You should check the contract for any errors, inconsistencies, or gaps, and make sure that the contract reflects the parties’ intentions and agreements. You should also check the contract for any grammar, spelling, or punctuation mistakes, and use a proofreading tool or service to help you. You should also ask a colleague or a friend to review the contract and give you feedback.

Step 5: Sign and execute the contract. The final step is to sign and execute the contract. You should make sure that the parties sign the contract in the presence of a witness or a notary, and that they use their full names and titles. You should also make sure that the parties date the contract and keep a copy of the contract for their records. You should also follow up with the parties and monitor the performance and compliance of the contract.

As you can see, drafting a contract can be a simple and straightforward process if you follow these 5 steps. But if you want to save even more time and effort, I have a special offer for you.

I have created a free contract template that you can use for your next contract. This template is based on the best practices and standards of contract drafting, and it covers all the essential elements and clauses of a contract. You can customize and modify this template to suit your specific needs and preferences.

To get your free contract template, all you have to do is log into your dashboard on www.legalnaija.com

Don’t forget to share this with your friends and colleagues.

How Arbitration Can Be Used In Handling Civil Aviation Disputes | Gonji Monday Stanley

by Legalnaija | Feb 1, 2024 | Blawg

Aviation law concept. Judge gavel and airplane on blue background. Flight cancellation

Disputes are inevitable in our day to day life especially in business and in the social strata of the society. It is pertinent to state that there are numerous benefits of using an arbitrator in handling civil aviation disputes which allows the disputing parties to make a choice on having a neutral third party to hear their case and pass an award. exploring this mechanism is helpful where the parties have a history of conflict or a risk of bias.

The aviation sector is a sensitive sector of any nation, it is very sensitive because of the high cost of running the sector. arbitration can be used to resolve complex or technical disputes. disputes in aviation are complex and technical in nature. the areas where the disputes mainly spring from aircraft design or maintenance. when legal disputes arise in this areas mentioned, it is important to understand that merely proving that the aircraft design was the probable reason for the accident/injury is not adequate as there are factors to consider like that of the misuse of the aircraft by the pilot, the preliminary presentation of risk by the aircraft design, and other similar factors.

The factors which are to be taken into consideration regarding disputes in the civil aviation sector vary completely. In respect of the issue of maintenance in a legal dispute it is worthy to mention that to comprehend that maintenance becomes necessary to ensure that the novel structure and materials employed for the better operation of the aircraft are carried out smoothly and are not incurring losses if the structure, parts are always malfunctioning. The following are inspections, repair processes and various maintenance programs. the manufacturers of these parts of the aircraft and the companies buying these aircraft are regarded as the same. The result of this is that disputes are bound to arise in the case of malfunctioning of the aircraft/parts of the aircraft.

On the issue of handling aviation disputes by arbitration, an arbitrator who is considered to handle civil aviation dispute resolution and passing an award when he or she has been selected, several factors should be considered when choosing. The main point to consider in choosing is to select an arbitrator who is familiar with the civil aviation sector. The reason is because the arbitrator will need to be able to understand the complex issue that may be involved in the dispute. again, it is adequate to choose an arbitrator who is neutral and impartial. the arbitrator must not have any personal interest in the outcome of the case. and finally, in the choice of an arbitrator the point is that the arbitrator should have experience in arbitration. This is because the arbitrator will need to be able to handle the complex legal issue that may arise during the arbitration. Apart from the arbitrator, all related persons have roles to play in the Civil Aviation process such as, mediators, parties, lawyers and experts.

In conclusion, the role of civil aviation arbitration in resolving disputes in the aviation sector is crucial, it provides a forum for the parties to resolve their differences without resorting to litigation. this is also important for promoting industry wise stability and growth.

Princess Legal World: The one-stop-shop for Law books and lawyers accessories

by Legalnaija | Dec 22, 2023 | Blawg

Are you looking for the best books and accessories for lawyers? Do you want to publish your own legal book and get it marketed by experts? Do you need to buy outfits that suit your professional style and budget?

If you answered yes to any of these questions, then you need to check out Princess Legal World!

Princess Legal World is a one-stop shop for all your legal needs. We offer a wide range of books, from textbooks and case studies to biographies and novels, all written by renowned authors and experts in the field. Whether you are a student, a practitioner, or a enthusiast, you will find something that interests you in our collection.

We also sell high-quality accessories for lawyers, such as pens, notebooks, briefcases, mugs, and more. These items are designed to make your work easier and more enjoyable. You can also personalize them with your name, logo, or motto.

But that’s not all. Princess Legal World also helps aspiring authors to publish and market their own legal books. We finance the production of new books and provide editorial and promotional support. We have a network of distributors and retailers who can help you reach a wide audience and earn royalties.

And if you are looking for outfits that match your professional image, you will love our clothing line. We have suits, dresses, shirts, skirts, and more, all made from high-quality fabrics and tailored to fit you perfectly. You can also choose from different colors, patterns, and styles. And the best part is, we offer bulk sales of our outfits at a highly discounted rates.

So what are you waiting for? Visit Princess Legal World today and discover the amazing products and services we have for you. You will be glad you did!

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Filing Annual Returns In Nigeria: Implication Of Non-compliance | Olamide Oyetayo

by Legalnaija | Dec 6, 2023 | Blawg

In Nigeria, it is a statutory requirement for all businesses, private limited companies, and trustee organisations to file annual returns every year. This is in accordance with the Companies and Allied Matters Act (CAMA) 2020, which states in Chapter 16 that all companies in Nigeria must submit the prescribed form with the necessary information to the Corporate Affairs Commission (CAC).

The only exception is companies with one member, which are exempted from filing annual returns according to Section 421 (2) of CAMA 2020. Newly incorporated companies have 18 months from incorporation to submit their first annual returns, while established companies must file their returns within 42 days of their annual general meetings. Therefore, it is necessary for companies in Nigeria to file their annual returns on a yearly basis.

Importance of filing annual returns

The filing of Annual Returns is an essential part of business operations. It is necessary for companies to stay current with their post-incorporation services from the CAC such as filing for Certified True Copies (CTC) of Incorporation documents, increasing share capital, making changes to business objects or registered addresses, and changes to directors, partners, or trustees. Filing Annual Returns on time and paying any applicable penalties in full is required to receive any post-incorporation service from the CAC.

Furthermore, the majority of contractual bids in public or private sectors usually require an up-to-date yearly report from the entity as a major pre-requisite for compliance. It is essential for companies to keep their records updated in order to satisfy this obligation.

Annual Returns also serve to inform the Commission of a company’s ongoing existence, referred to as a ‘going concern’, and keep the company’s name on the CAC register. Additionally, a business that is fully compliant and up to date with its Annual Returns will be able to demonstrate trustworthiness during due diligence checks with CAC, allowing investors to quickly and confidently obtain information about the company.

In conclusion, filing Annual Returns is a vital factor in ensuring a company’s post-incorporation services are processed in a timely manner and that the company is seen as a reputable entity.

Implications of failing to file your annual returns

The implications of not following the law when it comes to filing annual returns are outlined in Section 425 of CAMA 2020. This provision stipulates that companies and their directors or officers may face a penalty at the discretion of the Commission. In addition, the Commission is empowered to delist a company from the Register of Companies if it fails to file yearly returns for a period of ten years. This is based on the presumption that the company is inactive.

Those who disagree with the removal of the company’s name from the register may appeal to the court at any time before the expiration of 20 years from the date of the notice of removal, on the condition that the court is convinced that the company was indeed operating at the time of the striking off. To make such an appeal, a formal letter must be written to the CAC’s Registrar General (RG), detailing the reasons why the annual return was not filed on time. Supporting documents such as all payable dues and updated company records must also be provided. If the application is accepted, a relisting certificate will be issued to the company.

Olamide Oyetayo
The information provided in this article aims solely to educate readers generally. It does not establish an attorney-client relationship with our law firm or constitute legal counsel. Please contact us directly for any specific legal assistance required.

A Discursive Review of the P&ID’s Judgment: A Call on The Arbitration Community | Tolu Aderemi

by Legalnaija | Nov 7, 2023 | Blawg

The decision of the London Commercial Court in the case of Process & Industrial Development (P&ID) v Federal Republic of Nigeria, coram Knowles J, handed down on October 2023, has garnered significant global attention within the legal and international business communities. Its consequences have questioned the seeming usefulness of arbitration as a dispute resolution mechanism casting a shadow on the potential corruption of arbitrators, deliberating the various perspectives surrounding this case.

The judgment has been welcomed by several distinguished arbitration practitioners (particularly from Nigeria) and even non-practitioners. Whilst the delight may be in order, sight must not be lost of the lessons to be learned from some key pronouncements (which may be obiter dictum) made by the court, which must necessarily generate a retrospection.

Background

In the year 2010, P&ID executed a Gas Supply and Processing Agreement (GSPA) with Nigeria’s Ministry of Petroleum Resources. This agreement required Nigeria, via the Ministry of Petroleum Resources, to deliver natural gas (“wet gas”) to P&ID, which would process it into “lean gas” at no cost to Nigeria. The crux of the matter began to unfold when Nigeria failed to supply the wet gas in breach of its obligations under the GSPA and P&ID also, consequently, failed to perform its corresponding obligations.

In August 2012, P&ID initiated the arbitration process per the terms of the GSPA, claiming damages resulting from Nigeria’s alleged breach. The arbitration, conducted under the rules of the (then) Nigerian Arbitration and Conciliation Act, comprised Sir Anthony Evans, Chief Bayo Ojo, SAN, and Lord Hoffmann (as Chairman)-two highly respected English jurists and an Attorney General of Nigeria. It was held in Nigeria and adhered to Nigerian law.

The tribunal sat for over three years, and in January 2017, awarded P&ID damages proposed to be $6.597 billion, calculated based on the commercial expectation of P&ID, over the twenty-year lifespan of the GSPA. This figure, however, escalated considerably due to the application of the English pre-and post-judgment interest rates, thereby accruing to an immense sum of $9.6 billion by the summer of 2019.

In a move to enforce the terms of the arbitral award, the company sought to enforce the arbitration award in a London Commercial Court. This made Nigeria challenge the award on the grounds of fraud and corruption surrounding the contract’s creation and performance and the impartiality of the tribunal. In September 2019, the UK court granted Nigeria permission to appeal the award.

As far as the Nigerian government was concerned, the Tribunal’s decision was an ‘economic warfare’ that influenced foreign direct investment, and the international perception of doing business in Nigeria, and cast a shadow over the image of contractual fairness in Nigerian commercial sectors.

In confirming the initial award of $6.6 billion, followed by a later increment to an outstanding $10 billion in favor of P&ID, Justice Butcher placed Nigeria in a precarious financial situation. This seismic judgment sent shockwaves throughout the Nigerian state, already grappling with enormous economic challenges. This is due to its enormous financial implications accruing heavy interests per day and also questioning the sincerity and transparency of public officials in contract negotiations and enforcement.

In light of such overwhelming fiscal implications, Nigeria appealed the judgment. Justice Knowles of the English Commercial Court was charged with sitting over the appeal. In this case, Justice Knowles permitted Nigeria to extend the time to bring its challenge against the arbitral award. His decision was fundamentally based on the prima facie evidence presented concerning fraudulent and corrupt practices during the contract signing and execution, which implies that the contract should be nullified or reconsidered. This precedent-setting ruling necessitates a recalculation of how arbitration cases involving states and corporations are adjudicated in the international legal community.

To Nigeria, Justice Knowles’ ruling is a significant lifeline. Considering Nigeria’s current economic condition, amidst recovering from the 2020 global economic downturn and a dwindling oil market, a $10 billion payout would undoubtedly strain the nation’s budget vastly.

Simultaneously, Justice Knowles’ judgment carries multilayered implications for the international arbitration community. While serving as a sobering reminder to ensure strict adherence to ethical guidelines in contract negotiations, his ruling insinuates a possible shift in arbitration norms within the legal fraternity. The emphasis on fraud and corruption as key considerations in arbitral decisions could impact future arbitration rulings, sparking a pivoting focus on transparency and corporate governance; particularly now that Nigeria’s Arbitration and Mediation Act, has deleted the reference to misconduct, as a ground for setting aside an award.

However, the ruling also raises questions about the sanctity of arbitral awards and predictability in international arbitration. It prompts the query if award creditors can rely on arbitration awards, especially when there is a suspicion of fraud or corruption that was not initially uncovered during the process of arbitration. Moreover, it places an additional burden on arbitral tribunals to investigate and consider allegations of corruption during arbitrations.

In sum, Justice Knowles’ judgment is historic. Its repercussions ripple throughout the Nigerian state and beyond, fundamentally shaking the arbitration community with its new approach. While offering Nigeria an opportunity to contest an overwhelmingly high penalty, it also ushers in a meticulous debate on the nature of arbitration norms and the sanctity of arbitration awards.

Implications of the Judgment on Arbitration

The implications of the P&ID judgment significantly impact the global perception of arbitration. The severe allegations concerning the corruption of arbitrators potently taint the sanctity and credibility of the arbitration process. The significance of ensuring not just the fairness of the arbitration process but its clear perception of being fair, cannot be understated. This is not without reason- it needs to be borne in mind that arbitrators are typically granted considerable powers, facilitating them to essentially ‘write the law’ in significant points of the dispute. Further, the opacity of arbitration proceedings potentially enables and conceals corrupt practices, encouraging distrust and apprehension in the institutional process of arbitration.

Learning Outcomes

The Justice Knowles’ judgment document is fast becoming a training document for many. It has also come with its learning outcomes many of which both the Nigerian State, Commercial lawyers, and the arbitration community must take a cue from. Some of them are as follows:

1. Robust Due Diligence: Contracting parties must conduct thorough due diligence to assess the financial, legal, and technical capabilities of potential partners. This includes verifying the authenticity of documents and ensuring compliance with regulatory frameworks to minimize the risk of entering into agreements with unreliable or fraudulent entities. It is interesting to know that the promoters of P&ID have been doing business since the ’90s’ and no one profiled them against their acclaimed professional background.

1. Anti-Corruption Measures: Governments and organizations should implement stringent anti-corruption policies and procedures to prevent corrupt practices in contract procurement. This involves promoting transparency, conducting regular audits, and enforcing penalties for violations.

1. Strengthen Contractual Obligations: Parties involved in contracts should prioritize the clear and precise delineation of obligations, rights, and remedies. This includes incorporating mechanisms for dispute resolution, such as arbitration, to provide a fair and efficient means of resolving conflicts.

1. Contract Management: Effective contract management is crucial to ensure compliance with contractual obligations, monitor performance, and address any potential breaches promptly. Establishing robust monitoring and reporting mechanisms can help identify and rectify issues before they escalate into costly disputes. Many of the infractions committed by the public servants were due to carelessness and weak contract management structures.

1. Enforceability of Arbitration Awards: The P&ID case highlights the importance of recognizing and enforcing arbitration awards. Governments and parties to international contracts should respect the integrity and finality of arbitration decisions, as they play a vital role in resolving cross-border disputes and maintaining investor confidence.

Conclusion

Although bribery allegations featured prominently in Nigeria’s submissions on serious irregularity, the legal basis for Justice Knowles’ findings of serious irregularity was that of fraud, which is a different cause of action from that of bribery under English (or Nigerian) law.  In this instance, the Court emphasized that “Section 68(2)(g) of the English Arbitration Act is concerned with the question of whether there was fraud and an award or conduct contrary to public policy’-the basis of the London Court’s conclusion. Either way, the case places a glaring spotlight on the potential corruption of arbitrators generally, pleading for increased transparency and probity in arbitration proceedings.

The judgment is also a direct challenge to the arbitration community to, as a matter of urgency, draw up an effective code of ethics of the practice of arbitration. This is the only way Users of the mechanism can continue to find it a credible one for resolving commercial disputes.

While the arbitration process aims to encourage faster and more effective dispute resolution, fostering a system that prioritizes ethical standards with zero tolerance for corruption is a quintessential prerequisite for its credibility.

TOLU ADEREMI

PARTNER, PERCHSTONE & GRAEYS, LP

LL.B (IBADAN), B.L, LL.M (ABERDEEN), DOCTORAL CANDIDATE (DTU), VISITING PROFESSOR ON ALTERNATIVE DISPUTE RESOLUTION (ADR), CHAIRMAN, INTERNATIONAL LAW ASSOCIATION ARBITRATION COMMITTEE, MEMBER, INTERNATIONAL CHAMBER OF COMMERCE (ICC) COMMISSION ON ARBITRATION, PARIS.