Course Title: Law of Contract II; BUL 202; (4 Credits; Compulsory) Lecturers: ABDUL-HAMID, Oba Yusuf* ADEKILEKUN, Mubarak

Tijani** OLATUNJI, Olugbenga Ajani*** Qualification and Title *Lecturer 1; LL.B (Ife), BL (Lagos), LL.M (Ife), M. Phil (Ife) **Lecturer II; LL.B (Ilorin), BL (Abuja), LL.M (Ife), Dip in Law (CAILS) ***Lecturer II; LL.B (Ibadan), BL (Abuja), LL.M (Cambridge) Department of Business Law, Faculty of Law, University of Ilorin, Ilorin, Nigeria E-mail: * aoba@unilorin.edu.ng; nigeriaabdul@yahoo.co.uk **adekilekun.mt@unilorin.edu.ng; madekilekun@yahoo.com ***olatunji.oa@unilorin.edu.ng;lawyer4u2006@yahoo.com; olugbenga.olatunji@cantab.net

Office Location: * Room 214, Wing 1 (Old Complex), Faculty of Law ** Room 214, Wing 1 (Old Complex), Faculty of Law *** Room 214, Wing 1 (Old Complex), Faculty of Law Consultation Hours: 2-4 pm Mondays 1-3 pm Thursdays Course Contents Vitiating Elements of Contract, Privity of Contract, and Discharge and Remedies for Breach Course Description This is part II of the Law of Contract and it is compulsory for all 200 level students of the Faculty. The Rain semester part of the course takes the students through the various factors which can render a contract void and unenforceable; methods of discharging parties from their obligations under a valid contract; and the available remedies to parties who have been wronged by unjustifiable breach of obligations under their contract by the other parties. To this end, the course will examine vitiating elements of a contract such as mistake, misrepresentation, duress and undue influence. It will also examine the concept of privities with the aim of emphasizing 1

the fact that only parties to a contract can enforce such contract. The various exceptions to this sacrosanct rule of law of contract will also be taught. The various means by which a party can be discharged from his obligations under a contract as well as the remedies available to an innocent party in the case of breach are also examined. Course Justification Agreement is a universal phenomenon among the human race. It is as a result of this that early Men devised the idea of transacting business with one another to satisfy their numerous but unsophisticated wants. This first took the form of trade by barter and later, with the advent of a legal tender, evolved into the concept of contract as it is understood today. With civilization comes more commercial activities and more needs for a better appreciation of the law of contract which governs these commercial activities. It is against the above backcloth that it is very essential that students are thought the fundamentals of the law of contract as contained in the applicable laws viz. common law, doctrine of equity, statute of general application, Nigerian legislation and case laws. Also, since the law of contract now pervades virtually all spheres of human activities namely sales of goods, agency, hire-purchase, insurance, industrial or labour relations, company law, partnerships, etc it is reasonably expected that students of law who are being trained as practitioners in this allimportant area are prepared for the task ahead. Hence, the need for them to be taught the rudiments of the course. Lastly, the law of contract being one of the core courses required to be passed by all law students before graduation at the University level, and being one of the prerequisites for admission into the Nigerian Law School, it is only expected that students will be taught the course to fulfill this requirement. Course Objectives At the end of the Rain semester, students should be able to understand, appreciate and recognize the following: the vitiating elements of contract such as mistake, misrepresentation, and duress & undue influence; the implication of the presence of any of the above vitiating elements; the general rules governing privity of contract; the legally recognized exceptions to the said general rule; the various methods by which a contract can be validly discharged; and the available remedies to an innocent party in the case of breach. Course Requirements the course is compulsory for ALL 200 level students; a minimum of 75% attendance is REQUIRED to sit for the final examination. Method of Grading:

No. 1. 2 2. 3.

Item Class attendance Class Participation Continuous Assessment Comprehensive final examination Total

Score % 5 5 20 70 100

Course Delivery Strategies: the following delivery strategies shall be adopted: Class lectures (face-to-face technique) Course materials Group discussion/seminar presentations Internet materials LECTURES WEEK 1: Vitiating Elements of Contract I: Mistake Objective: At the end of week 1, students will be expected to understand the following with respect to Mistake as one of the vitiating elements of contract: the meaning and effects of mistake in law; the various classification of mistake, both at law and in equity; how mistake operates to negate consent which forms the bedrock of parties contract; and the available remedies to parties where the court affirms the existence of mistake as between the parties. Description: For there to be a valid contract, parties are expected to be ad idem while agreeing on the terms of the contract. Where they are not, such contract will be void. It is against this background that this topic looks at how a mistake made by one or both parties will affect the contract. It also examines the meaning of mistake and analyzes the various types of mistake both at law and in equity. Under the two systems of law, the topic discusses common, mutual and unilateral mistakes, paying particular attention to the effects of each type. The topic finally examines mistake with respect to documents, and it is in this regard that the legal doctrine of non est factum is considered.

Study Questions 1. Where both parties enter into a contract in the belief that certain assumed facts are true, and it turns out that they are not true, the contract is void for mistake. To what extent is this an accurate statement of law? 3

2. A common mistake has no effect whatsoever at common law unless it is such as to eliminate the very subject matter of the agreement, in other words, unless it empties the agreement of all content. (Cheshire and Fifoot). Discuss with the aid of decided cases. 3. Mr Adoki, who closely resembled the well-known politician Mr Ibeji Bankole, went into a camera shop on Allen Avenue and selected a Sony Camera priced at N30,000. The shopkeeper, Tonto, said, Hello, Mr Bankole, I thought the press treated you disgracefully during your election campaign. As it is you, I will let you have that camera for N15,000. Mr Adoki smiled and said that he did not have his chequebook with him. Tonto said, Dont worry, I will send the bill to you at the House of Rep. Mr Adoki took the camera away and later sold it to Miss Shame. Tonto later managed to trace the camera back to Miss Shame. Advice Tonto. Cases

Bell v. Lever Bros Ltd (1932) AC 161 Cundy v. Lindsay (1878)3 AC 459 Knight, Frank & Rutley v. AG Kano (1990)4 NWLR (pt 143) 210 Couturier v. Hastie (1856)5 HLC 673 Barrow, Lane v. Philips & Co. Ltd (1929)1 KB 574 NICON v. Power & Industrial Engineering Co. Ltd (1986)1 NWLR (pt. 14) 1 Tabs Assurance Ltd v. Awuzie Industries (Nig) Ltd (1995)4 NWLR (pt. 388) 223 Cooper v. Phibbs (1867) LR 2 HL 149 Abraham v. Chief Oluwa 17 NLR 123 McRae v. Commonwealth Disposals Commission (1951)84 CLR 377 Kennedy v. Panama Royal Mail Co. (1867)LR 2 QB 580 Smith v. Hughes (1871)LR 6 QB 597 Wood v. Scarth (1858)1 F&F 293 Riverlate Properties v. Paul (1975) Ch 133 S. Nasser & Sons Nig. Ltd v. Lagos Executive Development Board (1959) FSC 242 Denny v. Hancock (1870) LR 6 Ch App 1 Hartog v. Colin & Shiels (1939)3 All ER 566 Abdul Yusuf v. Nigerian Tobacco Co. (unreported) Ingram v. Little (1961)1 QB 31 Kings Norton Metal Co. Ltd v. Edridge, Merrett & Co. Ltd (1897)14 TLR 98 Boulton v. Jones (1857)2 H&N 567 Upton-on-Severn RDC v. Powell (1942)1 All ER 220 Philips v. Brooks (1918-19) All ER Rep. 246 Lewis v. Averay (1972)1 QB 198 Magee v. Pennine Insurance Co. Ltd (1969)2 QB 507 Solle v. Butcher (1950)1 KB 671 Garrard v. Frankel (1862) 30 Beav. 445 4

Day v. Wells (1861)30 Beav. 220 Webster v. Cecil (1861)30 Beav. 62 Tamplin v. James (1879)15 Ch. D 215 Craddock Bros v. Hunt (1923)2 Ch. 136 Foster v. Makinnon (1869)LR 4 Cp 704 Thoroughgoods case (1584)2 Co. Rep. 9a Adegbokun v. Akinsanya (Unreported) Howatson v. Webb (1907)1 Ch. 537 Oluwole v. Adewale (1964) NMLR 17 Saunders v. Anglia Building Society (1971) AC 1004 Awosile v. Sotunbo (1992)5 NWLR (pt 243) 514 Barclays Bank of Nig. Ltd v. Okotie-Eboh (Unreported) MAE Aro v. Shittu Kadiri (Unreported) Carlisle & Cumberland Banking Co. v. Bragg (1911)1 KB 489 Gallie v. Lee (1967)2 Ch. 17 United Dominions Trust Ltd v. Western (1976) QB 513 Sylvester Egbase v. Augustine Oriareghan (1985)2 NWLR (pt 10) 884

Statutes s. 6, Sale of Goods Act 1893 s. 7, Sale of Goods Law of Western Nigeria 1959 WEEK 2: Vitiating Elements of Contract II: Misrepresentation Objective: At the end of this week, students are expected to be able to: identify what constitutes actionable misrepresentation in law; recognize the need and importance of disclosure and the effects of failure to disclose; identify, understand and discuss the exceptions to the non-disclosure rule; and identify the different types of misrepresentation as well as the remedies for misrepresentation. Description: This topic will draw a clear distinction between actionable misrepresentation and other forms of misrepresentation and in this category emphasis will be placed on statement of opinion, statement as to future intention and statement of law as distinct from statement of fact. The various exceptions to the general rule in the area of misrepresentation will also be considered particularly the effect of half-truth, statements which become false, and contract uberrimae fidei. What the law requires in each of these situations will also be explored. There are three types of misrepresentation namely fraudulent, negligent and innocent misrepresentation. The applicable legal rules operating in each type shall be taught, while we will also look at the remedies available to parties who are victims of actionable misrepresentation.

Study Question 1. Ade is the Chairman of NIGEL Ltd, a company which designs computer software. In the process of interviewing Sade for a job role at the company, Sade asked Ade how the company was doing in reply to which the latter said: In my opinion, we are doing phenomenally well and will be declaring huge dividends at the end of next year. Sade subsequently got the job, and on the strength of Ades comment she invested her savings in NIGEL shares. Soon afterwards, NIGEL Ltd got caught up in a copyright dispute which prevented it from launching its latest software. Not long after that, the company collapsed. With the aid of decided cases, discuss. 2. It is very difficult to distinguish between law, fact and opinion. Discuss the validity of this assertion. 3. Write short note on the following: (a) (b) (c) Cases Negligent misrepresentation. Innocent misrepresentation. Fraudulent misrepresentation.

Couturier v. Hastie (supra) Hedley Byrne & Co. v. Heller & Partners Ltd (1964) AC 465 Cooper v. Phibbs (supra) Udogwu v. Oki (1990)5 NWLR (pt. 153) 721 Smith v. Land & House Property Corporation (1884) 28 Ch D 7 Solle v. Butcher (supra) Percival v. Wright (1902)2 Ch. 421 Moriamo Ode v. J.F. Sick & Co. (1939)15 NLR 4 Hamilton v. Watson (1845)12 Cl. & F. 109 UAC v. Paul Jazzar (1940)6 WACA 208 John Holt & Co. Ltd v. Oladunjoye (1936) 13 NLR 1 With v. OFlanagan (1936) Ch. 575 Notts Patent Brick & Tile Co. v. Butler (1886)16 QBD 778 Livesley v. Rathbone CAT No. 574 R v. Charles (1977) AC 177 Gordon v. Gordon (1817)3 Swan 400 Wales v. Wadham (1977)1 WLR 199 Tate v. Williamson (1886)LR 2 Ch App 55 Peek v. Gurney (1837)LR 6 HL 377 Pilmore v. Hood (1838)5 Bing NC 97 Smith v. Chadwick (1884)9 App Cas 187 Bawden v. The London Assurance Co. (1892)2 QB 534 Atwood v. Small (1838)6 Cl. & F. 232 6

Edginton v. Fitzmaurice (1885)29 Ch. D 459 Smith v. Kay (1859)7 HLC 750 Cullen v. Thompson (1862)6 LT 870 Gross v. Lewis Hillman Ltd Oluwo v. Adewale (supra) Occidental Worldwide Investment Corp v. Skibs A/S Aventi (1976)1 Lloyds Rep. 293 Derry v. Peek (1964) AC 465 Abba v. Mandilas & Karaveris Ltd 2 ALR Comm 241 Reese Silver Mining Co v. Smith (1869) LR 4 HL 64 Sule v. Aromire 20 NLR 20 Nocton v. Ashburton (1914) AC 932 Candler v. Crane, Christmas & Co. (1951)2 KB 164 Agbonmagbe Bank Ltd v. CFAO Ltd (1966) All NLR 140 Esso Pet. Co. Ltd v. Mardon (1976) QB 801 Doyle v. Olby (Ironmongers) Ltd (1969)2 QB 158 Whittington v. Seale-Hayne (1900)82 LT 49 Bamgbala v. Deputy Sheriff Lagos & CFAO (1966)2 All NLR 102 Alhaja Moriamo Are v. S.O. Idris (Unreported) Car & Universal Finance Co. Ltd v. Caldwell (1965)1 QB 525 Oluwo v. Adewale (supra) Clarke v. Dickson (1858) E.B. & E. 148 Adam v. Newbigging (1886) Ch. D. 582 Seddon v. North Eastern Salt Co. (1905)1 Ch. 326 Kupchak v. Dayson Holdings Co. Ltd (1965)53 DLR 2d. 482 Leaf v. International Galleries (1950)2 KB 86

Statutes s. 20(1) Marine Insurance Act Cap 216 LFN 1990 s. 550(1) & Parts 1 & 2 of CAMA WEEK 3: Vitiating Elements of Contract III: Duress and Undue Influence Objective: At the end of this week, it is expected of students to be able to: understand those factors that constitute duress and undue influence both at law and in equity; understand the effects of duress and undue influence on the enforceability of contract; identify and understand the shortcomings of the common law concept of duress; and demonstrate a full grasp of the fundamentals of these vitiating elements. Description: The topic examines the concept of duress at common law including economic duress. While distinguishing between actual and presumed influence, the topic emphasizes the 7

need for the influence to be to the manifest disadvantage of the person claiming undue influence and how the presumption of undue influence can be rebutted. It finally discusses the available remedies to victims of undue influence. Study Questions 1. Economic pressure is what contractual negotiations are all about: it is futile for the courts to try to intervene. Discuss. 2. In what circumstances will the law permit contracts obtained by improper pressure to be set aside? 3. Discuss the principle enunciated by Lord Denning in Lloyds Bank Ltd v. Bundy (1975) QB 326 in relation to the concept of undue influence. Cases

Maskell v. Gerson (1904)1 KB 591 Nnadozie v. Dizengoff (1967) (1) ALR 255 Smith v. Charlick (1924)34 CLR 38 North Ocean Shipping Co. Ltd v. Hyundai Construction Co. Ltd (1979) QB 705 Pao On v. Lau Yiu Long Privy Council (1980) AC 614 Wright v. Carter (1903)1 Ch. 27 Lloyds Bank Ltd v. Bundy (1975) QB 326 Williams v. Bayley (1866) LR 1 HL 200 Tate v. Williamson (supra) Powell v. Powell (1900)1 Ch. 243 Morley v. Loughnam (1893)1 Ch. 736 Turton v. Sperni (1952)2 TLR 516 Allcard v. Skinner (1887)36 Ch. D. 145 Williams v. Franklin (1961)1 All NLR 218 North Ocean Shipping Co. Ltd v. Hyundai Construction Co. Ltd (1979) QB 705 Isiaka Lawal v. C.A. Awoyemi (Unreported) Shroeder Music Publishing Co. Ltd v. Macaulay (1974)1 WLR 1308 Clifford Davis Management v. WEA Records (1975)1 WLR 61

WEEK 4 & 5: Privity of Contract Objective: At the end of week 4, students should be able to: define or describe what the doctrine of privity is; explain in practical terms the twin pillar of privity, to wit, that only parties to a contract can sue on it and only those who have furnished consideration toward the formation of a contract can bring an action in respect thereof; illustrate the difficulties to which the doctrine of privity gives rise; and identify and understand the various exceptions to the general rule. 8

Description: The topic examines the traditional doctrine of privity which states that only the parties to a contract can acquire rights and/or liabilities in respect of that contract. It further looks at the various recognized exceptions to the general rule. Exceptions considered include agency, collateral contract, restrictive covenant, charter parties, contract of insurance, etc. Study Questions 1. To what extent, if at all, is it possible to bind or benefit a person under the terms of a contract to which a person is not a party? 2. Frank is an internationally recognized architect. He was engaged by Global Plc to act as supervising architect for their prestigious new shopping centre development. Global Plc agreed to pay a fee of N30, 000 to Holdings Ltd, a company wholly owned by Franks children, in return for Franks services, on the completion of the centre. Immediately after the centre is completed, and before the fee is paid, Frank dies from a heart attack. Global Plc are refusing to pay the N30, 000 to Holdings Ltd. Advise Holdings Ltd. Cases

Dunlop Pneumatic Tyre Co. Ltd v. Selfridge Ltd (1915) AC 847 Dutton v. Poole (1677)2 Lev. 210 Price v. Easton (1833)4 B & Ad 433 Chuba Ikpeazu v. ACB (1965) NMLR 374 Tweddle v. Atkinson 30 LJQB 265 Etco (Nig.) Ltd v. Western Nigeria Devt. Corporation (Unreported) Tulk v. Moxhay (1848)2 Ch. 774 Formby v. Barker (1903)2 Ch. 539 Smith v. River Douglas Catchment Board (1949)2 KB 500 De Mattos v. Gibson (1858)4 De G. & J. 276 Lord Strathcona Steamship Co. v. Dominion Coal Co. (1926) AC 108 Port Line Ltd v. Ben Line Steamers Ltd (1958)2 QB 146 Lumley v. Gye (1853)2 E. & B. 216 McGruthur v. Pitcher (1904)2 Ch. 306 Akene v. British American Insurance Co (Nig) Ltd (Unreported) Sule v. Norwich Fire Insurance Society Ltd (Unreported) Gregory & Parker v. Williams (1817)3 Mer. 582 Re Schebsman Ex Parte Official Receiver, Trustee v. Cargo Superintendent (London) Ltd (1944) Ch. 83 Green v. Russell (1959)2 QB 226 Beswick v. Beswick (1968) AC 58

Statutes s. 6(3) Motor Vehicles (Third Party) Insurance Act Cap 126, LFN 1958 9

s. 81(1) Property and Conveyancing Law, Western Nigeria Cap 100 LWN 1959 s. 56 English Law of Property Act 1925

WEEK 6: Discharge of Contract I: Discharge by Agreement Objective: Students are expected to be able to understand the following points at the end of week 6: that a contract voluntarily entered into can be discharged by agreement; unilateral and bilateral discharge of contract by agreement Description: The Latin maxim eodem modo quo oriter, eudem modo dissolvitur which means what has been effected by agreement can be undone by agreement encapsulates what discharge by agreement is all about. The topic discusses the two ways by which parties to a contract can be discharged from that contract by their own agreement namely unilaterally and bilaterally. The different types existing under this broad classification are also considered. Study Questions 1. Discuss the various means by which a contract can be discharged bilaterally by agreement. 2. The question is whether the common intention of the parties on May 12, 1920, (the date of the oral agreement) was to abrogate, rescind, supersede or extinguish the old contracts by a substitution of a completely new and self-contained or selfsubsisting agreement, containing as an entirety the old terms, together with and as modified by the new terms incorporated. Per Lord Summer in British & Beningtons Ltd v. NW Cachar Tea Co. (1923) AC 48. With the aid of decided cases, discuss the concept of variation as one of the means by which parties can discharge their obligation under a contract by agreement. 3. Write short notes on the following terms: a) Waiver b) Accord and Satisfaction c) Rescission Cases Berry v. Berry (1929)2 KB 316 UAC v. John Argo (1958)14 NLR 105 Goss v. Nugent (1833)5 B. & Ad. 58 Morris v. Baron & Co. (1918) AC 1 British & Beningtons Ltd v. NW Cachar Tea Co. (1923) AC 48 Charles Rickards Ltd. V. Oppenheim (1950)1 KB 616 English Exporters (London) Ltd v. SA Ayanda (Unreported) Hughes v. Metropolitan Railway (supra) Enavharo v. Edosomwa 10

Adekunle v. ACB (Unreported) Alhaji Sanusi Dere v. Pacific Insurance Co. (Nig) Ltd (Unreported) D&C Builders Ltd v. Rees (1966)2 QB 617 Graham & Gillies (WA) Ltd v. West African Automobile and Engineering Co. (WAATECO) Ltd (Unreported) British-Russian Gazette Ltd v. Associated Newspapers Ltd (1933)2 KB 616

WEEK 7: Discharge of Contract II: Discharge by Performance Objective: At the end of this week, students are expected to be able to: understand the general rule regarding the performance of a contract; and demonstrate an understanding of the various cases that constitute exceptions to the general rule. Description: A party who performs all his obligations under a contract is discharged or is free from any liability under that contract. The topic thus discusses the general rule relating to the performance of contract and the position of the law where the defaulting party has performed the contract substantially. It also examines the implication of prevention of performance by one of the parties as well as when time is of essence of performance. Study Questions 1. A party who does not perform the whole of the contract is not entitled to any payment. Discuss. 2. Although the general rule is that a party whose performance falls below the substantial performance level cannot claim any remuneration for his labour, or even materials used in prosecuting the uncompleted contract, the position is different if the injured party accepts the partial performance. Sagay. Do you agree with Sagay on this statement? If yes, give your argument. 3. It is said that while time is of essence in some contracts, it is not of essence in some other. In view of this statement, discuss the importance of time in the performance of a contract. Cases

Cutter v. Powell (1795)6 TR 320 Sumpter v. Hedges (1898)1 QB 673 Dakin & Co. Ltd v. Lee (1916)1 KB 566 Hoenig v. Isaacs (1952)2 All ER 176 Bolton v. Mahadeva (1972)2 All ER 1322 Omoleye v. Okeowo (1973)3 UILR 180 Planche v. Colburn (1831)8 Bing. 14 Startup v. Macdonald (1843)6 M & G 593 United Scientific Holdings Ltd v. Burnley Council (1978) AC 904 11

Statutes s. 30(1), 37, 38 Sale of Goods Act 1893 s. 41 English Law of Property Act 1925 s. 25(7) Judicature Act 1873 WEEK 8: Tutorial, Group Discussion and Test Objectives: to do a review of topics taught in the previous weeks; and to examine the students on aspects of the course taught so far. WEEK 9: Discharge of Contract III: Discharge by Frustration Objective: It is expected that at the end of week 8 students will be able to: know what frustration is; recognizes and understand the applicable tests; recognizes and able to identify scenarios amounting to and scenarios not amounting to frustration; and recognize and appreciate the limitations to the doctrine. Description: Being one of the methods of discharging parties from their obligations under a contract, the topic examines the meaning of frustration, the tests often applied in determining whether there is frustration or not, and the various individual cases of frustration. The limitations or exceptions to frustration such as express provision for frustration, mere increase in expense or loss of profit, that frustration must not be self-induced, and the need for foreseeability of the frustrating events are also analyzed and discussed. The different effects of frustration are equally looked at. Study Questions 1. Dolphin Pharmacy ordered for 100 cartons of Panadol Extra from M&M Ltd in Port Harcourt. Before the delivery could be made, the Federal Government of Nigeria through NAFDAC announced that it has banned the consumption of Panadol Extra as a result of which M&M could not fulfill their obligations under the contract. Dolphin Pharmacy has vowed to sue M&M Ltd for their inability to supply the drugs. Advice M&M Ltd with the aid of legal authorities. 2. Discuss the effect of frustration. 3. Write short notes on the following frustrating events: a) Personal Incapacity b) Non-Occurrence of a Specified Event c) Interference by the Government d) Supervening Illegality Cases 12

Davis Contractors Ltd. V. Fareham UDC (1956) AC 696 Paradine v. Jane (1648) Aleyn. 26 Taylor v. Caldwell (1863)3 B & S 82 Jackson v. Union Marine Insurance Co. Ltd (1874) LR 10 CP 125 Tamplin SS Co. Ltd v. Anglo-Mexican Petroleum Products Co. Ltd (1916)2 AC 397 Constantine SS. Line Ltd v. Imperial Smelting Corp. Ltd (1941)2 All ER 165 Cricklewood Property & Investment Trust Ltd v. Leighton Investment Trust Ltd (1945)1 All ER 252 Tatem Ltd v. Gamboa (1939)1 KB 132 Araka v. Monier Construction Co. Ltd (1978)2 LRN 59 Baily v. De Crespigny (1869) LR 4 QB 180 Obayuwana v. The Governor of Bendel State (Unreported) Chief Oguaga v. Armels Transport Ltd (Unreported) Daps Brown v. Haco Ltd (1970)2 All NLR 47 United Cinema & Film Distributing Co. v. The Shell BP Petroleum Development Co. of Nigeria Ltd (1973)3 UILR 439 Ajuna Uche Johnson v. UAC Nigeria Ltd (Unreported) Bentworth Finance (Nig) Ltd v. Alhaji Sani Bakori (Unreported) Bentworth Finance (Nig) Ltd v. Bashiru Adeyemi (1973)3 UILR 453 Sylvanus Uzoma v. Shell B.P. Petroleum Co. Ltd (Unreported) Krell v. Henry (1903)2 KB 740 Chandler v. Webster (1904)1 KB 493 Herne Bay Steamboat Co. v. Hutton (1903)2 KB 683 Mount v. Oldham Corporation (1973) QB 309 Ocean Tramp Tankers Corporation v. VO Sovffracht (The Eugenia) (1964)2 QB 226 Maritime National Fish Ltd v. Ocean Trawlers Ltd (1935) AC 524 Western Nigeria Finance Corporation v. West Coast Builders Ltd (1971)1 UILR 93 Appleby v. Myers (1867) LR 2 CP 651 BP Exploration Co. (Libya) Ltd v. Hunt (1979)1 WLR 783

Statutes s. 275(1) & (2) CFRN 1979 s. 2 Decree No. 39 of 1967 s. 7 Sale of Goods Act 1893 s. 8 Sale of Goods Law of Western Region 1959 s. 4 Law Reform (Contracts) Act 1961 No 64 of 1961 WEEK 10: Discharge of Contract IV: Discharge by Breach Objective: Students are expected to be able to understand and appreciate the following about discharge by breach at the end of week 9: 13

what does discharge by breach mean? what background facts/circumstances can lead to discharge by breach? the effects of fundamental breach; and the consequences of discharge by breach.

Description: This topic examines when a party to a contract can be regarded as being discharged from that contract as a result of breach by the other party. It examines both anticipatory and fundamental breach, analyzing critically the legal rules applicable to each type of breach. It also considers the legal effect where the innocent party treats the contract as still in force and where he treats it as at an end. It further takes a look at what the legal effect will be where a contract is repudiated for a bad reason. Study Questions 1. Oyedele Enterprises placed an order for the supply of kitchen utensils to Just Kitchen Ltd (JKL). JKL undertook in the terms of the contract that all the items required for supply would be made available to Oyedele Enterprises by 30th November 2010. However by 18th November 2010, JKL wrote a letter to Oyedele Enterprises seeking to repudiate their obligation to supply under the contract on the ground that their international supplier disappointed them. Oyedele Enterprises in their reply insisted that the contract must be executed. JKL however failed to supply as agreed on 30th November 2010. Advise Oyedele Enterprises on the legal issue(s) involved. Would it have made a difference if Oyedele Enterprises had agreed to the repudiation of JKLs obligations under that contract? 2. Write short notes on the following: a) Fundamental breach b) Consequences of discharge by breach c) Repudiation d) Discharge for a bad reason Cases

Solomon Nassar v. Oladipo Moses (Unreported) Johnstone v. Milling (1886)16 QBD 460 CD Alufo v. Trans-Arab Ltd (Unreported) Hochester v. De la Tour (1853)2 E & B 678 Nigerian Supplies Manufacturing Co. Ltd v. Nigerian Broadcasting Corporation (1967)1 All NLR 35 Frost v. Knight (1872) LR 7 Exch. 111 Mercy Steel & Iron Co. v. Naylor Benzon & Co. (1884)9 AC 434 CA Tewogbade & Sons v. Funso Adeolu (Unreported) Johnson Bekederemo v. Colgate-Palmolive (Nig) Ltd (Unreported) Robert A. Munro & Co. Ltd v. Meyer (1936)2 KB 312 14

Photo Production Ltd v. Securicor Transport Ltd (1980) AC 827 Modern Publications Ltd v. Academy Press Ltd (1968)2 ALR 336 Bayo Kuku v. Permroof Contractors Ltd (1971)1 UILR 161 White & Carter (Councils) Ltd v. McGregor (1962) AC 413 Hasham v. Zenab (1960) AC 316 Moschi v. Lep Air Services Ltd (1973) AC 331 United Calabar Co. v. Dempster Lines Ltd (Unreported) British & Beningtons Ltd v. NW Cachar Tea Co. Ltd (1923) AC 48 Panchand Freres SA v. Establissement General Grain Co. Ltd (1970)1 Lloyds Rep. 53

Statutes s. 11(1)(c) Sale of Goods Act 1893 WEEKS 11 & 12: Remedies for Breach of Contract I: Damages Objective: At the end of weeks 10 & 11, students should be able to: define the concept of damages; identify and explain the essential ingredients of a successful claim for damages; recognize the need for every plaintiff to attempt a mitigation of his loss; and understand the various heads of damages and calculation. Description: This topic examines the common law remedy of damages available in the event of a breach of contract. Aspects covered under it include causal link, remoteness of damage, mitigation of loss by the innocent party, measurement of damages, penalty and liquidated damages, and the different types of damages. Study Questions 1. The principle that the damage must not be too remote is difficult to apply and often causes hardship to the plaintiff. Discuss. 2. The rule of common law is that where a party sustains a loss by breach of contract, he is, so far as money can do it, to be placed in the same position as if the contract had been performed. Discuss. 3. Write short notes on: a) Quantum meruit b) Remoteness of damages c) Causation Cases

Robinson v. Harman (1848)1 Ex. 850 Hadley v. Baxendale (1854)9 Ex. 341 Victoria Laundry v. Newman Industries (1949)2 KB 528 Koufos v. C. Czarnikow Ltd (1969)1 AC 350 15

Ajufor v. Trans Arab Ltd (Unreported) Union Merchants (Overseas) Ltd v. Odeh Trading Co. (1962) WRNLR 229 Nigerian Advertising & Publicity Ltd v. Nigeria Airways Ltd (Unreported) Solomon v. Pickering & Co. Ltd (1926)6 NLR 39 Mobil Oil (Nig) Ltd v. Akinfosile (1969) NMLR 217 W.L. Thompson Ltd v. Robinson (Gunmakers) Ltd (1955) Ch. 177 Ghandi v. Pfizer Products Ltd. S.A. Baiyewunmi (Unreported) Jarvis v. Swans Tours Ltd (1973)1 QB 233 Prince Edison Eweka v. Midwest Newspaper Corporation (1976)6 ECSLR 280 Payzu Ltd v. Saunders (1919)2 KB 581 Pilkington v. Wood (1953) Ch. 770 Dunlop Pneumatic Tyre Co. Ltd v. New Garage & Motor Co. Ltd (1915) AC 79 Edem Archibong v. Ephraim Duke (1923)4 NLR 92 Bridge v. Campbell Discount Co. Ltd (1962) AC 600 Bolag v. Hutchinson (1905) AC 515 Maiden Electronic Ltd v. AGF (Unreported) Alhaji Bature Gafai v. UAC (1962) NNLR 73

Statutes ss. 10(1), 50 & 51 Sale of Goods Act 1893 ss. 51 & 52 Sale of Goods Law (West) 1959 WEEK 13: Remedies for Breach of Contract II: Specific Performance & Injunction Objective: At the end of this week, students are expected to be able to: exhibit a practical understanding of the nature and applicability of the equitable remedies of specific performance and injunction; know that the court has the power to award damages in lieu of or in addition to an equitable remedy; be aware of the fact that these remedies, being equitable are granted exclusively at the discretion of the court; and show an understanding of the different circumstances where the two equitable remedies may be granted by the court. Description: This topic examines the remedies that are available in equity. It discusses the remedy of specific performance, stating the conditions precedent to grant and emphasizing the fact that some contracts are not specifically enforceable. It also teaches the fundamentals of the equitable remedy of injunction drawing a distinction between where it may be granted and circumstances where the court may decline grant. The topic finally examines those instances where the right of action for breach of contract may have become extinguished as a result of factors such as effluxion of time, fraud or mistake, disability, etc. 16

Study Questions 1. When will a court order that a contract be specifically performed? 2. Discuss the relationship existing between the remedies of specific performance and injunction. 3. Abulesowo Ltd sold 4 hectare of land to Mr Fix-it in Ikoyi Area of Lagos State. However, after erecting the foundation and doing some other petty work on the land, James, the GM of Abulesowo Ltd wrote Mr Fix-it informing him of the intention of the company to take back the land sold to him, return the money he paid and compensate him for the money already spent on the land. In the alternative, the company suggested giving Mr Fix-it another 4 hectare of land at Idumota area of Lagos state. Mr Fix-it turned down both offers and approach you for a legal advice. With the aid of decided cases, advise him. Cases

Ryan v. Mutual Tontine Association (1893)1 Ch. 116 Taylor v. HB Russel (1947)12 WACA 179 Coker v. Ajewole (Unreported) Fakoya v. St. Pauls Church Sagamu (1966)1 ALR Comm. 459 Beswick v. Beswick (supra) Rigby v. Connol (1880)14 Ch. D. 482 Warner Bros Pictures Inc. v. Nelson (1937)1 KB 209 African Songs Ltd v. Sunday Adeniyi Page One Records Ltd v. Britton (1967)3 All ER 822

WEEK 14: Tutorial, Group Discussion and Revision Objectives: to do a review of topics taught in the previous weeks; and to test students practical understanding of all topics taught in the course of the first semester. WEEK 15: Examination Objective: Students will be examined on any of the topics treated in the course of the semester. SIX questions will be set out of which students will be expected to answer any FOUR, with a particular instruction that students must attempt ALL questions.

Suggested Reading Lists: 1. Sagay, I.E.; Nigerian Law of Contract (Spectrum Law Publishing, Nigeria, 1985) 2. Denis Keenan & Sarah Riches; Business Law (Pearson Education Limited, England) 3. Cheshire & Fifoot; Law of Contract (Butterworth, London, 1996) 17

4. Stannard J.E.; Delay in the Performance of Contractual Obligations (Oxford University Press, London) 5. Chitty on contracts, General Principles (Sweet & Maxwell) 6. Olusegun Yerokun; The Law of Contract (Nigeria Revenue Projects Publication, Yaba, Lagos, 1999) 7. See generally the following simplified online resources on the law of contract: http://tutor2u.net/law/notes/contract-elements.html (Elements of Contract) http://www.londoninternational.ac.uk/current_students/programme_resources/laws/subje ct_guides/law_contract/contract_chs1-4.pdf (Elements of Contract) http://law.anu.edu.au/colin/Layout/Off_Ac_h.htm (Elements of Contract) http://www.lawteacher.net/contract-law/ (Contract Law generally) http://www.west.net/~smith/contracts.htm (Contract Law generally) http://tutor2u.net/law/notes/contract-frustration.html (Frustration) http://www.insitelawmagazine.com/ch9remedies.htm (Remedies) http://www.goldsmithibs.com/resources/free/Breach-of-Contract/notes/Breach-ofContract-Remedies.pdf (Breach and Remedies)

PrePared by: olugbenga ajani olatunji llb, bl, llm.

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