DEPARTMENT OF BUSINESS LAW, FACULTY OF LAW, UNIVERSITY OF ILORIN, ILORIN, KWARA STATE, NIGERIA.

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1 Course Title: INTRODUCTION TO BUSINESS LAW I Lecturers: s: s: Course Code: BUL 101 Course Status: 1. K.I ADAM (Compulsory/ 2 Credits) LL.B (BUK), LL.M (Ife), PhD (IIU Malaysia), BL adam_kayus2003@yahoo.com 2. SA ADU, Hafsat Iyabo LL.B(Sokoto),LL.M(Ife),BL saadu.hi@unilorin.edu.ng asa39adu@yahoo.com s: s: 3. ISMAIL, AM LL.B(Unilorin),LL.M(Ife),BL Ismail.ami@Unilorin.edu.ng ismadua@yahoo.com 4. O.A, OLUGBENGA lawyer4u2006@yahoo.com DEPARTMENT OF BUSINESS LAW, FACULTY OF LAW, UNIVERSITY OF ILORIN, ILORIN, KWARA STATE, NIGERIA. OFFICE LOCATION: - Department of Business Law, Faculty of Law, University of Ilorin CONSULTATION HOURS: - Mondays 1-3 pm and 1-2 Thursdays COURSE CONTENT: General Introduction of Business Law, Law of Contract and Commercial Law (Sale of goods, Agency and Hire purchase).30h (T) R 1

2 COURSE DESCRIPTION: - This is a required course to be taken by 100 level students in 1 st semester. It is designed to introduce students to some important aspects of Business Law, particularly, the Law of Contract and Commercial Law to the students. The aspect of the law of contract will include definition and sources of law of contract, formation and ingredients of a valid contract, contractual capacity, vitiating elements and remedies for breach of contract. While the aspects of commercial law will include sale of goods, law of agency and Hire purchase. COURSE JUSTIFICATION: - Commercial agreements have come to be a part of man s daily activities. While some agreements are legally binding others are not necessarily binding, depending on the intention of the parties to such agreement. For an agreement to be legally binding, some elements need to be present which may be hitherto unknown to the intending parties to contract. It therefore becomes imperative to deal with those important elements in order to distinguish agreements that are legally binding from those that are not. Be that as it may, it is therefore necessary to introduce the students to specific principles guiding the formation of contractual agreements between the parties. COURSE OBJECTIVE The general objective of the course is to introduce students to the basic principles of law of contract and commercial law. At the end of the semester, students are expected to: understand some aspects of business law in Nigeria appreciate that the law recognizes the freedom of individual to enter into contractual and commercial transactions appreciate the working of the guiding principles derived from the case law. understand the role of law of contract as the basis or foundation of business transaction in Nigeria. 2

3 COURSE REQUIREMENT:- This is a required course which must be taken and passed by all 100 level law students. The course is to be taken in the 1 st semester. Students are expected to have a minimum of 75% attendance to be able to write the final examination. METHODS OF GRADING NO ITEMS SCORE % 1 Attendance 5 2 Class participation 5 3 Continuous Assessment 20 4 Semester Examination 70 5 Total 100 COURSE DELIVERY STRATEGIES: - The mode of course delivery shall be interactive. Thus a combination of face to face technique shall be employed towards imparting knowledge on the students i.e Discussion, brief note taking System and tutorial. LECTURES Week 1: Definition, scope and sources of Business law Objective: -. At the end of week 1, students should be able to: explain the meaning and nature of business law. identify the sources of Business Law in Nigeria. analyse the importance of Business Law. Description: - The topic will focus on the following outline The meaning of Business Law. The scope of Business Law. 3

4 The sources of Nigerian Business Law. Study questions It is often said that a good lawyer is not the one who knows all the laws but where to find them. Discuss in relation to business Law? Discuss the scope of Nigerian Business Law? With the aid of specific examples, examine Legislation as a source of Business Law? Week: 2: Classification of Contract Objective: - At the end of week 2, students should be able to: discuss the concept and various classifications of contract. distinguish various classifications of contract. state the importance of each classification under the Nigeria law. Description: - The topic will focus on the outline listed herein under, The definition of contract. The different between mere arrangement and agreement in law. The importance of the Law of contract. Classification of contract with examples. Study questions. Contracts are classified into various types. Discuss Consider the advantages of written contract over an unwritten It is often said that "not all agreements are contract but all contracts are agreements". Discuss? Cases: Amana suits hotels Ltd. v POP (2007) 6 NWLR (Pt.1 031) 453. Dalek Nig Ltd. v O.M.P.A.D.E,C. (2007) 7 NWLR ( Pi. 1033) 402. N.I.C.O.N Hotels Lt~.v None D.C. Ltd. (2007) 13 NVVLR (Pt.1051)237 C.A P.T.F. v W. P. C. Ltd. (2007) 14 NWLR (Pt.1055) 487 Shonanke v Sarki (2006) All FWLR (Pt.292) 131 Yaro v Arewa (2007) 17 NWLR (pt.1063)

5 Dahiru v Kumale (2006) All FWLR (pt. 295) 616. Week 3: Elements/Ingredients of a valid Contract. Objective: At the end of week 5, student should be able to provide basic information on: essential elements of a valid contract effect and significance of each element in a formation of contract. Description: The meaning and description of each essential ingredients of a valid contract such as offer, acceptance, intention to create legal relation, consideration and capacity.. Effect of each ingredient of a valid contract. Study question: With the aid of relevant authorities differentiate between offer and invitation to treat. List and briefly explain the essential ingredients of a valid contract?.consideration needs not be adequate but must be of real value. Justify the statement basing your argument on relevancy. Cases: 1. N.I.C. O.N Hotels Ltd. v None D.C. Ltd. (2007) 13 NWLR (Pt.1051)237 C.A. 2. P.T.F. v W. P. C. Ltd. (2007) 14 NWLR (Pt.1055) Shonbanke v Sarki (2006) All FWLR (Pt.292) Yaro v Arewa (2007) 17 NWLR (pt.1063) Dahiru v Kumale (2006) All FWLR (Pt. 295)616S 6. Currie v Misa (1875) L.R. 10 Ex Dorio v Salanke (2007) All FWLR (pt. 346) 5'16. Week 4: Vitiating elements Description: Meaning of vitiating factors, Types of vitiating factors.( Illegality, mistake, duress, misrepresentation, undue influence, fraud, frustration etc),and The effect of vitiating factor. Objectives: At the end of week 6, student should be able to: explain vitiating elements of a contract 5

6 identify vitiating elements/factors in a contractual agreement. Analyse the legal status of vitiating elements/factors. Study questions: Briefly examine the effect of misrepresentation in contract? Discuss briefly the differences between fraudulent and innocent misrepresentation? Briefly discuss common and mutual mistake in contract law? Illegal contract is said to be unenforceable. Discuss? Cases: Diamond Bank Ltd. v Ugochukwu (2007) All FWLR (Pt.384) 290 Union Bank of Nigeria Pic. v Omniproducts (Nig) Ltd.(2006) All FWLR (Pt.323) 1726 Nigerian Agricultural and co-operative Bank Ltd. v Salem Farms Ltd (2006) All FWLR (Pt.320)1174 West Construction Co. Ltd. v Batalha (2006)AII FWLR (pt.315)1 Week 5: Remedies for Breach of contract. -- Description: The topic will focus on the- outline: Meaning of breach of contract. Constituents breach of contract. Remedies for breach of contract. (Damages, specific performance, injunction, recession, Quantum Meruit Objective: At the end of week 7, student should be able to: explain remedies for breach of contract identify some of these remedies. Study questions:. Briefly examine remedies available to a party in case of breach of contract? Case: 6

7 UBA v B. T.L Ind. Ltd. (2007) AIlFWLR (Pt.352) 1615 Zenon Petroleum & Gas Ltd. v Idrisiyyah (Nig) Ltd. (2006) All FWLR (Pt.312) 2121 Nig.Dynamic Ltd. V Agbocha (2002) FWLR (ptl04)630 C. A Week 6: Definition and Classification of commercial law Description: The topic will focus on the outline: Definition of commercial transaction Classification of commercial transaction a. Sales of goods b. Agency; and c. Hire purchase Objectives: At the end of week 6, student should be able to Know the definition of commercial transaction Understand the various classification of commercial transaction Study questions: Textbook writers define commercial transaction in different ways. Discuss Week 7: Introduction to Sale of Goods: Description: The meaning of sale and agreement to sell under the Sales of Goods laws, Types of goods, The meaning of condition and warranty,.principle of Nemo dat non quad habet and Remedies available to the seller in case of breach of condition and warranty. Objectives: At the end of week 7, student should be able to: explain the meaning of sale and agreement to sell differentiate between sale and agreement to sell know the Laws regulating Sale of goods in Nigeria understand the circumstances under which a non-owner can pass valid title to a third party. understand and appreciate remedies available to an innocent party in case of breach of condition and/or warranty. 7

8 Study questions: With specific examples, examine the differences between sale and agreement to sell? With reference to the Sale of goods Act, examine the term CONDITION and WARRANTY? A Non-owner can sell property which does not belong to him. Do you agree? What are the remedies available to an innocent party in a contract of sale of goods? Cases: Empil Ltd v Odili (1987) 4NWLR (Pt.67)915. Niblett v Confessionary Materials Co. Ltd (1921) 3 KB 387 Rowland v Divall (1973)2KB 500. Akoshile v Ogidan(1950) 19NLR87. Statute Sale of Goods Act, Week 8: Revision and Continuous Assessment To revise the topics treated so far so as to further refresh the students' memories To test the students on any of the topics treated so far. Week 9: Introduction to Law of Agency Description: - The topic will focus on the meaning and classification of Agency, classification of agency relationship Objective: - At the end of week 9, student should be able to: explain the meaning of Agency understand laws regulating agency relationship in Nigeria understand and appreciate the rationale behind the creation of agency relationship. Study question what is agency Discuss the classification of agency relationship. How can agency relationship be created. 8

9 Cases: 0puo V NNPC (2001) 14NWLR (Pt.734) 552 Ofodile V Chinwuba (1993) 1 NWLR (Pt.268)151. Bayero v Mainasara & Sons Ltd (2007) All FWLR (Pt.359) Godwin v Christ Apostolic Church (1998) 14NWLR (Pt.584) 162 Odogwu v liombu (2007) 8NWLR (Pt.1 037) 488 Daniel v Cross River Basin and Rural Development Authority & Ord. (2003) FWLR (Pt. 165) 375. First Bank of Nigeria Pic. V Excel! Plastic Ind. Limited. (2003) FWLR (Pt.160) Week 10: Rights and duties of principal. Objective: - At the end of week 10, student should be able to: explain the meaning of principal understand the rights of principal in agency relationship. understand and appreciate the duties of principal, Description: - Meaning, Rights and Duties of principal in agency relationship. Study questions Parties to an agreement always have their rights and obligations. Discuss in relation to rights and duties of principal in agency relationship? Cases: Akwara Metal Works & foundry v International Bank For West Africa Limited (2000) FWLR (Pt. 11) Week 11: Rights and duties of an agent Objective: - At the end of week 11, student should be able to: explain the meaning of agent know and understand the rights of agent in agency relationship. analyse and appreciate the duties of principal Description: - Meaning, Rights and Duties of agent in agency relationship. 9

10 Study question It is mandatory for an agent to account for any transaction with a third party. Discuss An agent needs not disobey its principal instruction. Expatiate Write comprehensive note on the rights of agent. Week 12: Introduction to Hire purchase Objective: - At the end of week 12, student should be able to: understandand explain the meaning of Hire purchase analyse the laws regulating Hire purchase agreement in Nigeria Description: Meaning of Hire purchase Agreement/ contract, Laws regulating Hire purchase transaction in Nigeria and Creation of Hire purchase contract, and termination of Hire purchase Study question What is Hire purchase? How can Hire purchase be created? Week 13: Introduction to Hire purchase Objective: - At the end of week 13, student should be able to: understand and explain methods of creating Hire purchase analyse methods of termination of Hire purchase agreement. Description: Creation of Hire purchase agreement and termination of Hire purchase agreement Study question Examine the methods of creating Hire purchase transaction As a Hiree, how can you terminate hire purchase transaction. 10

11 Week 14:Revision /Tutorial Exercises Objective: To give opportunity to students to ask questions on all the gray areas in the previous treated topics Description: Students are expected to seek explanation on any difficult or not- too- clear concepts or topics treated during the course. Week 15: Examination Objective: To examine the students at the end of semester on all the topics treated during the semester. Study Questions. Examine the various definitions of contract as defined by textbook writers and case law. Cite legal authorities to support your definitions? It is often said that "not all agreements are contract but all contracts are agreement". Discuss?.Discuss the underlining principles of the law of contract? What are the sources of Nigerian law of contract? A good lawyer is not the one who knows all the law but where to find them. Discuss in relation to the law of contract? List and discuss major elements of contract? What are the remedies available to an innocent party in contractual agreement? Distinguish between offer and invitation to treat? 9 What are vitiating elements? Examine the differences between sale and agreement to sell? What are condition and warranty? Give examples? Explain the Maxim Nemo dat quad non habet and show the relevancy of the maxim in our day to day buying and selling of goods? What are the remedies available to an innocent party in sale of goods agreement? How can agency relationship be created? 11

12 Parties to an agreement always have their duties and obligation. Discuss in relation to rights and duties of principal and agent in agency relationship? State the rights of your agent in an agency relationship? How can Hire purchase be created? State the rights of the parties to the Hire purchase agreement? How can Hire purchase agreement be terminated? Week 15: Examination Objective: To examine the students at the end of semester on all the topics treated during the semester. GENERAL READING LIST: Sanni, A An introduction to Business Law in Nigeria, with model question and answers (Malthouse Press Ltd., Lagos, 2005). Dada, T.O General Principles of Law (3 rd ed. T.O Dada & Co., Lagos, 2006). Alabi, Bolaji, Business Law in Nigeria (BRA Associates, 2003). Sanni, A Nigeria Business Law without Tears (Faculty of Law, University of Lagos, 2002). Sagay, I.E, Nigeria Law of Contract (2 nd ed., Spectrum Books Ltd, Ibadan, 2000). Sagay, I.E, A Case Book on Nigeria Law of Contract (Professional Ltd., London, 1983). Igweike,K.I Nigerian Commercial Law: Sale of Goods ( 2 nd ed., Malthouse press Ltd., Lagos,2001) Igweike,K.I Nigerian Commercial Law:Agency ( 2 nd ed., Malthouse press Ltd., Lagos,2001) Igweike,K.I Nigerian Commercial Law: Hire purchase ( 2 nd ed., Malthouse press Ltd., Lagos,2001) 12

13 Ananaba, P.C Essential Principles of Nigerian Law (Agbo Areo Pub., Ibadan, 2002). Uvieghara, E.E Sale of goods and Hire purchase Law in Nigeria (Malthouse press Ltd., Lagos, 1996). David & Ann, H. Principles of Business Law (2ed. Cavendish Pub. Ltd., London, 1997). Brikin.B & Rose, F.W, Principle of Business Law (Sweet & Maxwell, London, 1979) Affley G, Business Law,(2ed., MacDonald & Evans, Eastover Plymouth, 1985) Michael, B.M. Business Law and Regulatory Enviroment: Concept and Cases (6ed., Homewood, Irwin, 1986) Ezejiofor,G,Okonkwo, C.O and Ilegbuse C.U, Nigerian Business Law (Sweet& Maxwell, London,1982). Relevant published articles and materials on Business law in Nigeria and other jurisdictions. 13