OUEEN'S COUNSEL

                                                                    

                                                                         

 Alfred Tomson Lord Denning,the greatest judge this century -the master of the Rolls

                                                                   CHAPTER   ONE

This novel teaches a willing student basic of  the law of contracts and we shall run several chapters for readers in a way to tell the story as well as the tutelage in this civil fields of the law.Ibikunle Laniyan blogger tells the story of how Alimat in an attempt to improve our trade decided to learn about the civil law and basic legal terminologies in sealing an agreement .We need this knowledge too in our various commercial transaction and such learning need not be exclusive preserve of the lawyers alone .Enjoy the reading.

Law is an interesting piece of study and people in the legal profession are the eyes of the society .Alimat took a special interest  in its study and desires to be a lawyer someday .But for the meantime had a booming business to take care of and she wanted to know ,what it takes to seal a basic contract and what are legal processes involved in sealing an agreement. She also wanted to know what it takes to identify a fake or genuine agreement and how would she able to read and handle genuine documents .And so,to avoid been cheated and unfortunately appending unnecessary signatures ,on receipts,she was bent to know and intended to learn but barely knew nothing on how to identify its hidden clauses .This pressure prompted her to look for her lawyer ,to teach her the basics first as far as the law of contract is concerned .She woke up one morning and headed to lawyer’s home and heypresto as agreed earlier , she started receiving basics of contract law such as sealing contracts and terminating contracts among others .

‘’Good morning ‘’She greeted with much ado on her bended knees

‘’How are  you and how is your family ?’’Lawyer Wale replied warmly .

‘’Oh,you did not forget about the tutorial and the classes , we earlier discussed ‘’she recollected

‘’Oh yes , I keep  a schedule for you and that is why I am around .I wanted to take a bath now ,so,go outside to the compound,there is a penthouse up there ,when you  get to  the Car park and you see the steps ,climb up ,enter the room and wait for me .I’ll be there after dressing  and there should be a class there every Friday or sometimes Saturday .’’

‘’Thank you Sir ‘’She headed towards  the class ,warmed by appreciation from this deservedly worthy personality .Lawyer Wale was fond formerly of lawyers in his chambers but not many of them gave him a rapturous attention,the way Alimat ,a busy street trader in Oshodi does and ever since he returned from England ,to set up local practice,three years ago  ,there has never been a time,when she did not complain of legal problems  and various denials from chamber lawyer in her attempt ,to see Wale .It was then that he was fond of her sheer determination and could have recommended fellow chamber lawyers to do the teaching but decided to do  it by himself , giving her special treatment ,than she might have thought off.He said ,passion was the secret of every success and had always liked to be associated with determined people .Never for once had fear pricked in search of the man who bought children toys from her exactly three years ago ,the same period ,he came from U.K. She became deft in her tart ,to maneuver her way to  the chamber   , be it for appointment or not .It finally ,after she closed the day trading at five pm and headed to the Wale chamber and was lucky ,that she was the only lawyer left in the chamber and so they clicked .She learned the virtues of managing disappointment and never feel ashamed to be  coarse on account of purpose and integrity .Alimat climbed upstairs to the penthouse and two hours later ,the class began .

‘’Alimat ,Legal profession is a broad area  and I can  you assure you,all the assistance you needed to climb above and achieve your ambition ,shall be freely given in my little power .I was a queen’s counsel  in the U.K. before I came down to the country and le me make it clear that every passionate people interested in the silk trade like you always get my attention ..Law is simple and can be known with clarity ,by every  tom,dick and harry .This is because gone are the days ,when only few opportuned lawyers ,ganged up to pyrate and get hold of law reports .Everything now is free and this is because the moment Gani Fawehimi started publishing Nigerian Weekly Law Report ,cases are thrown to the public and you can goggle for yourself both the old and the new cases ,free for public consumption.

So,let get down to the brass-tacks . What you needed now are the basics of commercial law or the law of  contracts as a form of civil law to be precise .’’Lawyer raised his lungpower and lowered them at will .

‘’So, you think that is what you need for now and I would have suggested that you get a decree in law but anyway , you must start somewhere ‘’

‘’Yes Sir , I just wanted to know how to enter into a contract or seal an agreement safely .I don’t want to  repeat my previous mistakes again’’

‘’Like what mistakes ,be specific ‘’he interrogated

‘’I sold four waistcoats  on credit to an undergraduate ,who hailed from rich home  in 2002 .You told me that I shouldn’t bother myself about this case and that there was no way ,I could recover my losses.So ,I didn’t quite understand you  and so, what do you mean ? Why wouldn’t I bother  myself , yet it cost me 200,000 naira .’’she was troubled

‘’How old was he then ‘’he retorted

‘’I didn’t know his age but later I complained to his sister only to find out ,he was just 17 and I was just surprised because he told me he was older than me ‘’

‘’Why the seniority fight ?’’

‘’It was because of the delay in making the payment and I so I threteaned him ,only for him to ask me how old are you self ?And so ,one day , I pressed charges ,located their house and reported to the sister ,who told me a lot about him .Like I said ,you warned not to press charges that it was due to my ignorance ‘’she remarked though rather regretfully

‘’Yea,I could remember , now ,it happened about 2 year ago ,you came to my office at island .I finally realize the kind of importance ,you place on the legal profession as you become adult and your  awareness  about the importance of contract in a  common transaction .Let me not cite cases , similar to that case but you would judge for yourself when we reach there and similar cases adjudicated  as appeared in the case laws .By then, you shall be able to answer that question yourself.Are you okay now?’’

‘’Am all ears now ‘’raising her brow on the board

‘’I would communicate to you also by mail teleconferencing , skyppe,webinars ,in case I travel abroad or migt even recommend you to my responsible chamber lawyers ..And so,that ‘s it .Now our focal point is the law of contract ,my dear Alimat ,I want you to pay attention  to every detail because they all matter.

There are certain agreements ,regarded by the courts sacrosanct , binding and enforceable as at when due in a court of law ,so that breacher or those who breach them  can be sued in .That is exactly, what the law of contract deals with .They can be found in business, transaction  like insurance , Banking ,employment ,buying and selling and services in general.

Now since contracts invariably involve in basic commercial transactions that can probably incur huge financial losses ,due to a possible default .Ordinarily ,they require legal proceedings to enforce such valuable agreements  .It is even better and for efficiency sake , that businessmen are legally protected and mandated to abide by ethical attitude and should understand that contracts freely entered into are contracts that should be or must be honoured and performed. ‘’

‘’That is interesting ‘’she said in a low cadence voice.

‘’The law of contract is classified under civil law and any breach leads to civil proceedings in the courts .Its main sources  like the general sources of law ,provides main template that governs the law of contract in the country .This includes statute of general application involving certain British Statutes ,still operating in the country .The received English law such as common law ,English Doctrine of equity and certain indigenous laws,such as the Companies and Allied Matter Act -1990.The judicial precedents of superior courts can also form sources of law popularly regarded as case law or judge made law.With the advent of modern laws ,and modern contracts with modern practices ,guiding transactions,alien or unknown to traditional communities and societies , there was limited application of customary laws .Now before I continue my lecture let me first and foremost define contract .What is contract?A contract can be defined as that thing enforceable at law and what is that thing enforceable at law ,Alimat ?’’

‘’Contract !’’she volleyed

‘’You said what ? think again!’’He bullied

‘’Agreement’’ with meandering voice  

‘’Fantastic  and fantabulous! Thank you ,you grease my elbow ,simple thing is as easy and difficult as the difficult thing.It is called agreement and often considered binding by the courts because failure by those who refuse to fulfill basic  agreement which is a contract may lead to a lawsuit or  be sued  in a court of law .In this case ,two essential requirement are involved and it include two or three parties or more for agreement to be sealed or entered into.Secondly , the legality issue  must be complied with and binding by the parties to an agreement .Business or commercial transactions are bound to involve two or thee or more parties to seal an agreement .It can involve not only human beings but also institutions ,corporate entities and companies are regarded popularly as a capable legal entities ,including nations can enter into binding agreements .On the other hand ,there must be consensus that what the law accepts is final ,non-negotiable and a binding agreement .A contract therefore is sealed after negotiation or bargaining over terms are ended.Simple! And when it is sealed ,it must include all the vital elements or essential requirements that must be found ,according to the law when forming a basic contract.That is why it must also be borne in mind not all agreements are binding but only those that comply with what the law says.And so ,what are the vital elements needed in a bonafide  contract that is for it to be binding ?

There are certain components involved ,based on the two sides of offer and acceptance .first, that a contractual offer ,must be accepted by other party without condition;that the parties so intended ,to enter into binding agreement to create a legal relation;that they must have legal capacity to carry a contract ;And that such contract must be supported or endorsed by a consideration ;that a certain laid down formalities as prescribed must adhered to or strictly followed ;that it requires a genuine consent ,either given voluntarily or entered into freely by  contracting parties ; that a contractual object must be legal .They form elements of a valid contract in a synopsis namely offer and acceptance ,capacity ,intention  for formation of legal relations ,genuine consent, consideration , laid down formalities and legal objectives .

But before , we move on ,we shall consider ,types of contract available namely ,contract by seal , Unilateral,bilateral,void,valid , unenforceable  and simple contract.You see,when a contract is declared void ,it means it has no legal effect .For instance ,a criminal offense is a no-go-area ,cannot be enforced and under  such prevailing circumstances,it is void abinitio .The law considered that ,those rights cannot be created ,let alone formalized and ratified and as far as the state is concerned ,it barely exist and carry no force of law.When a bilateral contract happens,it must involve two parties ,with some mutual agreement ,assumed with reciprocal obligation as soon as the contract is sealed .Unilateral deals with certain contract that is initially binding on one’s party only.For instance , a proposal  by a rich man who offers reward for whoever his precious or luxurious item and that makes it binding on the promisor .Valid contract is truly binding on its parties and truly enforceable at law ,so that whosoever withdraws from it ,may be sued in a court of law,for a breach of contract .

Now ,let me treat void contract , a little precisely and cite samples or types.First and foremeost ,like I said ,such agreement is legal offence ,illegal and therefore void due to its criminal predilection .Such cannot be enforced be it an attempt to steal property ,,burn down a property ,a factory building or involved in libelous article .Such an agreement that calls for commission of civil wrong is therefore against the person and in  the eyes of the law criminal .So ,it is wrong to involved in damaging a person’s reputation, slander him ,damage his goods ,infringe the person’s right ,infringe his copyright ,patent ,trademark.An agreement to sell public offices ,procure pardons, by corrupt means ,or pay public officers ,more or less that the legal fees or salary ,or such an agreement that interferes with proper maintenance of the duties or roles of a public officer .They call this type an agreement injuring public service and one of the most commonest contract in this regard  and class is called illegal lobbying agreement .When a party  agrees to use bribery ,to intimidates opponent with threats of voters’ loss or maneuvered in an improper methods  to procure  or prevent  adoption of a specific legislation ,such agreement clearly contravenes public interest.This also impairs the sanity and the legal framework of  democratic process .Although devoid of improper methods , some courts endorse similar regulation based on such type of agreement without the need to sacrifice sanity .

Agreement involving conflicts of interest ,refers to a sordid scenario,when public  officials are personally interested directly or indirectly in the transaction entered into  on behalf of government in which they serve for profiteering purposes ,such agreement ,is technically void and wrong.For instance , a procurement officer buying trucks  from an automobile agency in which he holds a substantial blocks of shares .Any such violation imposes criminal liability on an erring officer ,therefore making  the contract unenforceable against the government .There are other agreements, those  obstructing legal processes and in this case , such agreement  perverts legal processes , contradicts public interest ,inept  and void .It is illegal to pay money for the abandonment of criminal case ,suppressing of evidence,in any legal proceedings  ,stirring up of litigations, for perpetration of fraud of any proportion, refraining from prosecution of fraud , or corrupt person of embezzlement ,can be regarded altogether as void and unenforceable by the court of law .Infact, should one agrees to pay a regular witness ,higher fee than a standard of regular fee as allowed by the law ,in the course of the victory  of the promisor in the lawsuit .This type is void by the law .This inordinately encourages the witness to lie to obtain reward ,help his party secure victory and later lead to a perjury and miscarriage of justice .

Alimat , I would rest my case under void contract with which we shall still continue in the next class,Next under this void contract shall be usury ,Now copy what is on the board .I’ll be having some clients at the chamber by 4pm.Are you satisfied with the class today ?’’

‘’Sir , I think it is interesting ‘’

‘’don’t worry you shall soon get used to ‘’And the phone rang

‘’Alimat see ,those are my clients,calling  .They ve been waiting .Just copy the notes on the board ,When you are done ,go downstairs and give the gateman the keys of the penthouse .I’ll be off .Take care ‘’ as he bang the doors and vamoosed .