Tag: legal advice Nigeria everyday

  • The One-Minute Habit That Saves Lawyers from Disaster

    The one-minute habit that saves lawyers from the disaster of signing documents that have not been thoroughly read.

    The One-Minute Habit Lawyers Must Adopt Before Signing Any Document

    Introduction:

    “It’s Just Standard.” Famous Last Words. Let’s review the One-minute habit that saves lawyers from disaster

    Dele was a smart guy.

    MBA from a good school. Ten years in financial services. The kind of person who reads the fine print on his insurance policy for fun. When his new employer slid an employment contract across the table during the offer meeting, he felt confident. He’d seen these before. He scanned the headline figures, salary, benefits, start date then nodded, and signed.

    Eighteen months later, Dele resigned to join a competitor who offered better role and really good pay.

    His former employer’s lawyer called within the week.

    Buried in Clause 14(b) of the contract he signed, the one he “scanned” was a non-compete clause. Two years. Covering the entire Nigerian financial services sector. With a liquidated damages provision of ₦5 million for breach.

    Dele had been so focused on the numbers at the front of the document that he never reached the clause at the back that effectively owned his career for two years after he left.

    He called me in a panic. I read the clause. It was enforceable.

    “Did you read this before you signed?”

    Silence.

    That silence is the most expensive sound in law.

    Why “It’s Just Standard” Are the Three Most Dangerous Words in Any Transaction

    No Document Is Ever “Just Standard”

    Here’s what nobody tells you about boilerplate contracts.

    Every template in existence was drafted by someone’s lawyer, at some point in time, to protect someone’s interests. That someone was almost certainly not you. The “standard” tenancy agreement your landlord pulls out was probably drafted by a property lawyer hired by a landlords’ association. The “standard” employment contract your HR department uses was reviewed by the company’s legal team to minimise employer liability.

    Standard for whom, exactly?

    There is a reason lawyers never sign anything on the spot. Not because they are difficult. Not because they don’t trust people, but because they know from training, experience, and watching clients suffer that the document in front of you and the verbal agreement you think you made are two different things until you confirm otherwise.

    The pressure to sign immediately is almost always manufactured. The deal rarely dies because you asked for an hour to read.

    What Your Signature Actually Means in Nigerian Law

    Under Nigerian contract law, a valid contract requires offer, acceptance, consideration, and intention to create legal relations. Your signature is the clearest possible evidence of all four.

    When you sign a document, you are telling the law: I read this. I understood it. I agreed to it.

    Courts do not want to hear that you didn’t read it. The legal principle of consensus ad idem– meeting of minds assumes that the mind behind your signature engaged with what it was signing. “I didn’t read it” is not a defence. It has never been a successful defence.

    Your signature is your word. In court. On record. Permanently. Which is exactly why the habit this post teaches exists.

    The 60-Second Document Scan- Exactly What Lawyers Do

    This is not speed-reading. It is not skimming. It is a targeted, structured scan – six specific checks, each taking approximately ten seconds, that together take under one minute and catch the things that matter most.

    Lawyers do this automatically. It is muscle memory built through training and reinforced by watching what happens when it isn’t done. You can build the same muscle. Starting today.

    Check 1 – Who Are the Parties? (10 seconds)

    The first thing a lawyer’s eyes go to is the parties clause, the opening section that names who is entering into the agreement.

    Check your name first. Is it your full legal name, spelt correctly, with the correct initials? A name error in a contract seems minor until you need to enforce it at which point the other party’s lawyer argues the contract doesn’t actually bind you because the name doesn’t precisely match your ID.

    Then check the other party. If you are contracting with a company, the document should reflect the company’s registered name, not the director’s personal name, nor a trading name, nor an abbreviation. Zenith Heights Properties Limited and Zenith Heights Ltd are technically different legal entities. In a dispute, that difference gets exploited.

    If you are contracting with an individual, verify that the name matches the ID they’ve presented. Ask to see it if you haven’t. Ten seconds. Enormous consequences if skipped.

    Check 2- What Is the Core Obligation? (10 seconds)

    Every contract has one central exchange: what each party promises to do for the other. Find it. Read it twice.

    For a service contract: what exactly is being delivered, by when, and to what standard?

    Sale agreement: what is being sold, at what price, and when does ownership transfer?

    For a tenancy agreement: what premises, at what rent, for what period?

    The key question is simple: does what is written match what was agreed verbally?

    I’ve reviewed contracts where the service description was so vague that either party could argue almost anything. Also, I have seen sale agreements where the property description omitted a car park the buyer thought was included. I’ve further seen employment contracts where the job title matched, but the scope of responsibilities was three times what was discussed.

    If the core obligation doesn’t match your understanding, stop. Discuss. Amend. Then sign.

    Never assume the verbal agreement will fill the gap. It won’t. Especially not in court.

    Check 3 – What Are the Consequences of Breach? (10 seconds)

    This is the clause most people never read until they need it. By then, it’s too late.

    Find the section dealing with breach, default, or failure to perform. It might be labelled “Remedies,” “Default,” “Penalties,” or “Liquidated Damages.” Whatever it’s called, it tells you what happens when something goes wrong.

    Specifically, you want to know:

    • Is there a financial penalty for late delivery or non-performance, and what is the amount?
    • Can the other party terminate immediately on breach, or is there a cure period?
    • Are there any caps on liability, or is your exposure theoretically unlimited?

    A vendor contract a client brought to me last year contained a ₦500,000 per day penalty for delayed delivery. My client, a logistics company, had signed it without reading it. When a genuine supply chain disruption caused a 12-day delay, the penalty clause alone amounted to ₦6 million. The entire contract value was ₦4.5 million.

    Ten seconds of reading that clause before signing would have prompted a negotiation. Twelve days of delay triggered a crisis instead.

    Check 4 – How Do You Get Out? (10 seconds)

    The exit clause. The termination provision. Whatever it’s called in your document, find it before you sign.

    This tells you: under what circumstances can either party end this agreement, how much notice is required, and what happens to money already paid or work already done when it ends.

    Ask yourself three questions:

    One: Can I terminate this agreement if things aren’t working out, and how?

    Two: Under what circumstances can the other party terminate, and are those circumstances defined narrowly or broadly?

    Three: If this agreement ends early, what are my financial obligations?

    A two-year service contract with no early termination right is a two-year commitment. If your business needs change in month six, you are either paying for a service you don’t need or facing a breach claim.

    A contract with a “terminate for convenience” clause, giving either party the right to exit with reasonable notice regardless of breach, is a very different ballgame. Much more flexibility and less risk.

    Know which one you’re signing before you sign it.

    Check 5 – What Are You Giving Up? (10 seconds)

    This check is specifically for what lawyers call restrictive covenants and assignment clauses, provisions that limit what you can do or transfer rights you didn’t know you were transferring.

    Three things to look for:

    Intellectual property assignment: If you are a creative professional, consultant, developer, or anyone who produces work product, check whether the contract assigns IP ownership to the other party. Many contracts do this routinely. Some do it in perpetuity, globally, for all derivative works. If you are creating something that has future commercial value, understand exactly what you are signing away.

    Confidentiality obligations: How long do confidentiality obligations last? What information does it cover? Does it prevent you from working with competitors even if you learn nothing confidential from this engagement?

    Non-compete and non-solicitation clauses: How long do they run? What geography do they cover? Do they prevent you from approaching clients you brought to the relationship yourself?

    Dele’s story at the top of this post is a non-compete story. It is not rare. I see versions of it regularly, not just in employment contracts but in business sale agreements, partnership agreements, and even some consultancy contracts.

    Ten seconds to find and read this clause.

    Check 6 – Is the Document Complete? (10 seconds)

    The final check is mechanical but critical.

    Blank spaces: Scan the document for any unfilled fields such as blank lines, bracketed placeholders, “[INSERT]” markers. Any blank space in a signed document is a liability. It is an open invitation for someone to insert information after your signature. Strike through every blank that should remain blank. Confirm every blank that should be filled is filled correctly.

    Attachments: Does the document reference schedules, annexures, exhibits, or appendices? Are they physically attached to what you are signing? A contract that references “Schedule A- Payment Terms” but does not attach Schedule A is incomplete. Do not sign an incomplete document.

    Dates: Is the document dated? Is the date correct? An undated contract creates ambiguity about when obligations began. A backdated contract can create legal complications, sometimes intentionally.

    Page integrity: Are the pages numbered? Do the numbers run consecutively? Are there any gaps? In a paper document, pages can be substituted. Initialing every page-standard practice for lawyers, prevents this. If the document runs more than two pages, initial every page before you sign the last one.

    Sixty seconds. Six checks. Done.

    The Documents Nigerians Sign Without Reading and Live to Regret

    Tenancy Agreements

    The average Nigerian tenant spends more time choosing curtains than reading the agreement that governs their right to stay in the property.

    Tenancy agreements routinely contain:

    • Dilapidation clauses that hold you responsible for repairs the landlord should legally bear
    • “Landlord may terminate at will” provisions that strip the statutory notice protections the Lagos Tenancy Law gives you
    • Sweeping liability clauses making you responsible for any damage to the property regardless of cause including damage from PHCN power surges or plumbing failures pre-dating your tenancy

    What to scan for in sixty seconds: the rent review clause (how much notice before an increase), the termination clause (whose right, what notice, what grounds), and the repair and maintenance clause (who is responsible for what).

    Employment Contracts

    Employment contracts are where professionals lose the most rights without realising it.

    Beyond the non-compete trap Dele fell into, watch specifically for:

    • IP ownership clauses that assign to your employer everything you create, not just during work hours, but on your own time, on your own equipment, in your own head, if it relates to the company’s industry
    • Summary dismissal clauses, a list of actions that allow your employer to fire you immediately, without notice, without pay in lieu. Is the list reasonable? Is it exhaustive or open-ended?
    • Variation clauses, provisions allowing the employer to unilaterally change your role, location, or terms with minimal notice. A clause saying “the company may vary your terms of employment with reasonable notice” is extremely broad.

    Loan and Credit Agreements

    Three things. Always.

    The effective annual interest rate, not the monthly rate, not the “processing fee,” not the “management charge.” The all-in annualised cost of this money. Microfinance and digital lending agreements in Nigeria routinely quote monthly rates that translate to effective annual rates above 100%. Know what you’re paying.

    Default triggers: What exactly constitutes a default beyond missing a payment? Some loan agreements allow the lender to declare a default if you take on additional debt, if your income changes, or if a guarantor’s financial position deteriorates. These are not theoretical; they are used.

    Security provisions: What have you pledged as collateral, and what exactly can the lender do with it if you default? The process for security reinforcement in Nigeria has specific legal requirements. Know what you’ve put on the line.

    Business Partnership Agreements

    Partnership agreements end friendships. Not because people are bad. Because the agreement didn’t address the hard questions before they became hard situations.

    Scan specifically for:

    • How “profit” is defined: Is it gross profit, net profit, profit after director salaries, profit after a capital reserve contribution? The definition determines what you actually receive.
    • Decision-making rights: Does one partner have veto power? What decisions require unanimous consent versus a simple majority? Who has signing authority on the bank account?
    • Exit provisions: If one partner wants out, how is their share valued? Who has the right to buy them out? Can they sell to a third party? What happens if there’s a deadlock?

    A partnership agreement that doesn’t answer these questions in writing is a dispute waiting for a trigger.

    Sale of Land and Property Documents

    Property transactions are where the sixty-second habit must expand into a full review, but the scan still applies at first pass.

    Look immediately for:

    • Property description accuracy: Does the description of what you’re buying match the survey plan? Is the plot number, size, and location precisely stated?
    • Seller’s warranties: What is the seller promising about the title? Are they warranting that the property is free from encumbrances, litigation, and government acquisition? For how long does the warranty run?

    Perfection costs: Who pays for Governor’s Consent, stamp duty, and Land Registry fees? In many Nigerian property transactions, this is left ambiguous, and it costs several percentage points of the purchase price.

    Terms and Conditions-The Digital Trap

    Click-wrap agreements, the “I agree to the Terms and Conditions” tick box on every app and platform, carry the same legal weight as paper contracts under Nigerian law and under the principles of the Cybercrimes Act and general contract law.

    Nobody reads them. Courts don’t care.

    Three things in digital T&Cs that regularly cause problems:

    • Auto-renewal clauses that charge your card annually unless you actively cancel, often buried in paragraph 14 of 22.
    • Arbitration clauses that strip your right to sue in court and require you to resolve disputes through a private arbitration process in a foreign jurisdiction.
    • Data sharing provisions that authorise the platform to sell or share your personal data with third parties for marketing purposes.

    You won’t read every digital T&C in your life. But for platforms handling your money, your medical information, or your business data, read the key clauses before you click agree.

    One-minute habit will not be enough in the following instances:

    Some Documents Deserve a Full Review

    The one-minute habit is a filter; it quickly catches the most dangerous provisions. It is not a substitute for full legal review when the stakes are high.

    Two tests to decide which one you need:

    The value threshold test: Any document that creates financial obligations or consequences exceeding ₦500,000 warrants a full legal review. Not a scan. A review by you, carefully, or by a lawyer, professionally.

    The irrevocability test: If the consequences of this document cannot be undone with a phone call or a refund request, read it properly. Land transactions, business partnership agreements, loan agreements secured against property, and employment contracts for those with a certain level of seniority are irrevocable in the ways that matter. Treat them accordingly.

    How to Ask for Time Without Losing the Deal

    The single most useful sentence in any signing situation:

    “I’d like 24 hours to review this before signing, that’s my standard practice for any agreement.”

    That’s it. No apology. No lengthy explanation. State it as a fact, not a request for permission.

    A legitimate counterparty will respect this without hesitation. They know the document is fair. They have no reason to object to you confirming that.

    A counterparty who refuses or insists the deal dies if you don’t sign in the next ten minutes has just told you something important about how they intend to conduct this relationship. Pressure to sign without reading is almost always a signal that someone knows you would object to something if you read it.

    The urgency is manufactured. The clause is real.

    When to Insist on a Lawyer

    Always, without negotiation, for:

    • Any land or property transaction
    • Any business agreement involving shared liability or significant capital
    • Any contract you have read twice and still don’t fully understand
    • Any agreement where the other party has had legal advice, and you haven’t

    The cost of a lawyer reviewing a contract before you sign is always lower than the cost of a lawyer trying to get you out of a contract you signed without reading. Always. Without exception.

    Your Signature Is Your Word in Court.

    Dele’s story ended expensively but not catastrophically. His former employer eventually settled — the non-compete clause, while enforceable in principle, would have been difficult to enforce in practice across an entire sector. The settlement cost him quite some stress.

    The clause was real. The exposure was real. The sixty seconds that would have changed everything cost him far more than sixty seconds to resolve.

    Your signature is the most legally consequential thing you do in ordinary civilian life. More than most people realise. More than most people are taught.

    The habit costs sixty seconds. You now know exactly what to do with those sixty seconds.

    Sign nothing until you’ve gone through it.