NINI

The Contracts (Rights of Third Parties) Act 1999 marked a significant departure from the
traditional doctrine of privity of contract in the United Kingdom. This essay will explore the core provisions
of the Act and evaluate whether Nigeria should consider a similar legislative approach. This evaluation will
encompass arguments both for and against adopting the Act's principles.

Several high-profile cases in the UK, notably Beswick v. Beswick and Darlington Borough
Council v. Wiltshier Northern Ltd., exposed the injustices and inconsistencies caused by the privity
doctrine. Judges in these cases explicitly criticized the rule and called for its reform. The growing academic
criticism further added momentum to the calls for change.

The Contracts (Rights of Third Parties) Act 1999 was a direct response to these criticisms, aiming
to modernize English contract law and align it with the principles of fairness and the reasonable
expectations of parties. The Act which came into force on November 11, 1999 was carefully crafted to
balance the rights of third parties with the need to maintain contractual certainty and protect the interests of
the original contracting parties.

The 1999 Act has had a significant impact on contract law in the UK and has influenced legal
developments in other common law jurisdictions. While Nigeria has not yet adopted similar legislation, the
Act provides a valuable point of reference for ongoing debates in Nigeria regarding the modernization of its
contract laws.

The adoption of legislation similar to the UK's Contracts (Rights of Third Parties) Act 1999 could
bring a range of benefits to Nigeria's economic landscape including the modernization of Contract Law.
The Act aligns with global commercial practices. Many jurisdictions have moved towards recognizing
third-party rights, reflecting the increasingly complex nature of modern business transactions. Nigeria's
adoption of similar legislation could demonstrate a commitment to modernizing its legal framework, which
is often seen as a key factor in attracting foreign investment. This could signal to international businesses
that Nigeria is a reliable and predictable place to do business, potentially leading to increased trade and
investment.

A crucial strength of the third-party rights legislation is the clarity it injects into contractual
relationships. This clarity diminishes ambiguity, paving the way for more streamlined contract negotiations
and potentially reducing the frequency and cost of litigation. In a complex project like the construction of a
water supply scheme, a third-party beneficiary, such as a subcontractor, could gain the ability to directly
enforce payment guarantees from the client, ensuring timely and reliable compensation for their work.
Outdated contract laws, including the privity doctrine, can hinder economic growth, particularly in vital
sectors like construction and extraction. The lack of clarity and the potential for disputes arising from the
limitations of privity can lead to delays, increased costs, and legal battles, discouraging investment and
ultimately impeding project development.

Furthermore, a well-defined third-party rights can be instrumental in propelling large-scale projects

forward, particularly in infrastructure development and natural resource extraction. These sectors often
involve intricate networks of contracts, and the legislation would provide a legal framework to ensure that
all stakeholders, including subcontractors and suppliers, can enforce their contractual rights and obligations.
This can foster smoother collaboration, mitigate risks, and accelerate project completion, ultimately
contributing to broader economic growth.

Construction and extractive projects typically involve intricate webs of contracts between various
parties, including clients, main contractors, subcontractors, suppliers, and financiers. The traditional privity
rule, which limits enforcement to the original contracting parties, can create obstacles in situations where a
party further down the chain seeks to enforce a term beneficial to them but present in a contract to which
they are not directly privy. For example, a subcontractor might rely on a payment guarantee provided by the
client to the main contractor, but under strict privity rules, they might not have the legal standing to enforce
this guarantee directly.

The privity doctrine limits enforcement rights to the original parties involved in a contract, even
if the contract clearly intends to benefit someone else. Adopting the Rights of Third Parties Act 1999
would provide a clear legal framework for third parties to assert their rights in Nigerian courts.This Act
allows third parties to enforce contracts that expressly grant them that right or when the contract intends
to confer a benefit on them, unless it explicitly states otherwise.The case of Ikpeazu v. African
Continental Bank underscores the argument for adopting third-party rights legislation in Nigeria. It
illustrates how the doctrine of privity can obstruct legitimate claims of third-party beneficiaries. A
legislative framework like the Contracts (Rights of Third Parties) Act 1999 in the UK could streamline and
clarify these rights, reducing reliance on equitable remedies like trusts.

The case of LSDPC & Anor. v. Nigerian Land & Sea Foods Ltd.& Anor. Throws more light on
how the doctrine of privity of contract can lead to unjust outcomes in Nigeria. The case involved a sublease
agreement where the second appellant (the original lessee) sublet a property to the respondent (the
sublessee). The first appellant (the original lessor) had a clause in the original lease agreement that required
their consent for any subletting, which they unreasonably withheld in this situation. The first appellant then
entered the property, demolished the building under construction by the respondent, and the respondent
sued for specific performance. The court ruled against the respondent, stating that they could not enforce
the sublease agreement because they lacked privity of contract with the first appellant. The court
emphasized that only parties directly involved in a contract could enforce its terms. This case highlights the
negative consequences of a strict application of the doctrine of privity. The respondent, despite having a
valid sublease agreement with the second appellant and suffering significant losses due to the first
appellant's actions, had no legal recourse. The sources argue that this case demonstrates how the current
system can be unfair to third parties who rely on contractual promises made for their benefit. They believe
that recognizing third-party rights through legislation would prevent such situations and provide more
equitable outcomes.

While the UK's Contracts (Rights of Third Parties) Act 1999 offers a model for expanding third-
party rights, several arguments highlight potential challenges and drawbacks for Nigeria's adoption of a
similar approach. For one there’s the risk of diluting contractual certainty. Allowing third-party
enforcement might increase litigation risks and ambiguities in interpreting contractual terms. Broadening
the scope of who can enforce a contract could lead to more lawsuits, as third parties might be more inclined
to assert their rights in court. This could strain Nigeria's judicial system. Additionally, involving parties who
were not part of the original contract negotiations might complicate the interpretation of contractual terms.
Courts may face challenges in determining the original intent of the contracting parties, especially when the
contract doesn't clearly address the third party's role or rights. This could lead to uncertainty and
unpredictability in contract enforcement, potentially hindering business transactions and discouraging
parties from entering into contracts with third-party beneficiaries. The case of Attorney General of the
Federation & Anor. v. AIC Ltd. illustrates the challenges posed when third-party rights are broadly
interpreted, potentially undermining contractual certainty. If third parties are allowed to enforce terms
without explicit agreements or clear intentions by the contracting parties, it can lead to disputes over the
scope of obligations and liabilities.

Another key argument against adopting the UK Act centers on concerns about deviating from
traditional common law principles that have long governed contract law in Nigeria. The doctrine of privity
of contract, which limits contractual rights and obligations to the original contracting parties, has been a
fundamental principle in Nigerian jurisprudence. Shifting away from this doctrine might raise concerns
about disrupting the established legal framework and creating inconsistencies with other areas of law that
rely on privity principles. Some legal scholars and practitioners might argue that such a fundamental change
requires careful consideration and should not be adopted simply because other jurisdictions have done so.

It's crucial to recognize that Nigeria's legal and socio-economic realities might not align with the
British context in which the Act was enacted. The UK Act was developed within a specific legal system and
in response to particular commercial needs and challenges prevalent in the UK. Directly transposing this
Act to Nigeria without considering the unique aspects of the Nigerian legal system, cultural norms, and
economic conditions could lead to unintended consequences and challenges in implementation. For
instance, the level of legal awareness and access to legal representation may differ significantly between the
two countries, potentially impacting the fairness and effectiveness of third-party enforcement.
 Additionally, Nigeria already has existing exceptions to the doctrine of privity in specific areas like
agency, trust, and insurance. Adopting the UK Act would necessitate a thorough review of these existing
exceptions and an assessment of their compatibility with the Act's provisions. Without such careful
consideration, the introduction of a new Act might create conflicts or overlaps, leading to further
complexity and uncertainty in the law. A cautious approach would involve a thorough examination of
existing Nigerian laws and jurisprudence related to privity and determining potential areas of overlap or
conflict with the UK Act's provisions. This review would ensure that the introduction of a new law doesn't
create further complexity and ambiguity.

Based on the analysis of arguments and considering Nigeria's unique socio-legal context, Nigeria
should approach the adoption of the UK's Contracts (Rights of Third Parties) Act 1999 cautiously. While
such an Act holds the potential to enhance fairness and modernize contract law, concerns about certainty,
the potential disruption of established legal principles, and the need for careful contextual adaptation
necessitate a measured approach.

Furthermore, any decision to adopt the Act should be preceded by a thorough assessment of its
potential impact on various stakeholders, including businesses, individuals, and the legal profession. A
broad-based consultative process that includes input from legal experts, business leaders, civil society
organizations, and the judiciary could help to identify and address potential concerns and ensure that any
new legislation is tailored to the specific needs and challenges of the Nigerian context.

The potential benefits of adopting legislation similar to the UK's Contracts (Rights of Third Parties) Act
1999 are undeniable. By bolstering legal certainty, promoting fairness, and attracting foreign investment,
such a move can significantly enhance Nigeria's economic landscape. The Act provides a solid foundation
for reform, but successful implementation hinges upon careful drafting, clear language, and consideration of
the existing legal framework to ensure seamless integration and avoid unintended consequences. If this is
done, Nigeria could create a more certain and equitable legal environment, ultimately fostering growth in
these crucial sectors.

In conclusion, while the UK's Contracts (Rights of Third Parties) Act 1999 offers a potential model,
its adoption in Nigeria demands a measured and context-specific approach. The need for a balanced
approach that considers fairness, certainty, and the country's legal needs should be paramount in the
decision-making process.

POSI
INTRODUCTION
The Contracts (Rights of Third Parties) Act 1999 is a landmark legislation in the United Kingdom
that significantly reformed the common law doctrine of privity, described as one of the most
criticised aspects of contract law. By providing exceptions to the traditional privity rule, the Act
allows third parties to enforce contractual terms under specific conditions. Section 1 of the Act
permits enforcement where the contract expressly provides for it or where a term purports to
confer a benefit on the third party, effectively overriding earlier case law such as Dunlop
Pneumatic Tyre Co. Ltd v. Selfridge Ltd and Tweddle v. Atkinson. This reform promotes fairness
and flexibility by enabling parties to include third-party rights while preserving their autonomy. In
the following discussion, we will evaluate the arguments for and against the Act to determine its
overall benefit to the State.

ARGUMENT FOR

The Contracts (Rights of Third Parties) Act 1999 is a landmark reform in the United Kingdom that
has significantly enhanced justice, flexibility, and modernization in contract law. By addressing the
limitations of the common law doctrine of privity, this Act allows third parties to enforce
contractual terms under specific conditions, ensuring fairness and clarity in cases where contracts
intend to benefit such parties. Section 1 of the Act permits enforcement where the contract
expressly provides for it or where a term purports to confer a benefit on the third party, effectively
overturning restrictive precedents such as Dunlop Pneumatic Tyre Co. Ltd v. Selfridge Ltd and
Tweddle v. Atkinson. This reform not only promotes fairness but also preserves the autonomy of
contracting parties to include or exclude third-party rights as they see fit.

Adopting a similar law in Nigeria would yield numerous benefits. First, it would provide clearer
and more direct remedies for third-party beneficiaries, eliminating the need for courts to rely on
creative judicial techniques, as seen in cases like Union Bank of Nigeria Ltd v. Edionseri. A
statutory reform would ensure justice for deserving third parties, particularly in sectors like
construction and insurance, where contracts often benefit individuals who are not formal parties.
For instance, in cases like Okolo v. Union Bank of Nigeria Ltd (2004), third-party beneficiaries
would have greatly benefited from such legislative clarity.

Second, adopting the Act would align Nigeria’s contract law with global commercial practices,
enhancing its attractiveness for international trade and investment. In today’s interconnected
world, businesses increasingly prefer legal systems with predictable frameworks that recognize
third-party rights. Countries such as Australia, Canada, and Singapore have enacted similar
legislation, demonstrating its global importance. By following this trend, Nigeria could modernize
its contract law, signaling its commitment to becoming a competitive player in the global
economy.

Lastly, the Act strikes an essential balance between flexibility and fairness. By allowing parties to
expressly confer or exclude third-party rights, it ensures that reform does not disrupt established
contractual autonomy. Cases such as Nisshin Shipping Co. Ltd v. Cleaves & Co. Ltd highlight how
courts have successfully enforced third-party rights under the Act, promoting fairness and
commercial certainty.

In conclusion, adopting legislation similar to the Contracts (Rights of Third Parties) Act 1999 in
Nigeria would modernize the country’s legal framework, enhance justice for third-party
beneficiaries, and improve its global commercial standing. These benefits make a compelling case
for its adoption, promising to advance fairness, flexibility, and economic growth.

ARGUMENT AGAINST
The Contracts (Rights of Third Parties) Act 1999, while a significant legislative reform in the UK,
presents notable challenges if directly adopted in Nigeria. Although the Act expands third-party
rights by allowing them to enforce contractual terms in certain circumstances, there are several
reasons why this approach may not be suitable for Nigeria. These concerns revolve around
potential impacts on contractual certainty, disruption of established legal principles, and the unique
socio-legal and economic realities of Nigeria.

A significant disadvantage of adopting the UK Act in Nigeria lies in the risk of diluting contractual
certainty. Contracts are designed to clearly outline the rights and obligations of the parties
involved, ensuring predictability and clarity. Allowing third parties to enforce contractual terms
introduces ambiguities in interpreting the original intent of the contracting parties. This could lead
to increased litigation, as third parties might assert rights in court based on vague or disputed
contract terms. For instance, in Ossai v. Nigerian National Petroleum Corp. (2011), disputes arose
when the court had to interpret the intentions of the parties regarding third-party rights. Expanding
the scope of enforceable rights risks overwhelming Nigeria's already overburdened judiciary,
further complicating contractual enforcement and discouraging businesses from entering into
agreements with potential third-party beneficiaries.

Another concern is the potential disruption of Nigeria's well-established legal principles,

particularly the doctrine of privity of contract. Privity ensures that only the original parties to a
contract can enforce its terms, a cornerstone of Nigerian contract law. Cases like Midland
Silicones Ltd v. Scruttons Ltd and Dunlop Pneumatic Tyre Co. v. Selfridge & Co. Ltd. have
underscored the importance of this doctrine in maintaining contractual clarity and autonomy.
Abandoning this principle in favor of a UK-style reform could introduce inconsistencies with other
areas of Nigerian law, such as agency and trust. Furthermore, the potential overlap or conflict with
existing exceptions to the doctrine of privity in Nigerian law could complicate the legal landscape,
making contract enforcement less predictable.

Nigeria's socio-legal context also presents significant barriers to adopting the UK Act wholesale.
The UK Act was crafted to address specific commercial and legal challenges in Britain, which
differ markedly from Nigeria's realities. Nigeria’s legal framework is a mix of common law,
customary law, Islamic law, and informal community-based dispute resolution mechanisms. These
systems prioritize cultural sensitivity and localized solutions, as highlighted in U.B.A. Plc v. Ayeni
(2013), where the Court of Appeal emphasized tailoring legal principles to Nigeria’s unique
context. A direct transplant of the UK Act could lead to unintended consequences, such as
frivolous claims by uninvolved third parties or exploitation of contracts, undermining trust in the
legal system.

Moreover, Nigeria already has legal mechanisms to address injustices arising from the privity
doctrine without the need for new legislation. Through implied trusts, agency relationships, and
collateral contracts, Nigerian courts have effectively protected third-party interests when
warranted. For instance, in Ikpeazu v. African Continental Bank Ltd, the court demonstrated how
existing legal frameworks could address third-party rights without undermining privity.
Introducing a new law like the UK Act might unnecessarily complicate the system by creating
overlaps with these established doctrines.

Practical challenges in implementation further underscore the unsuitability of adopting the UK Act
in Nigeria. Legal literacy and access to representation vary widely across the country, potentially
disadvantaging vulnerable groups in navigating the complexities of third-party enforcement.
Additionally, the increased litigation that would likely follow could strain Nigeria’s already
congested court system, reducing the efficiency of dispute resolution.
In conclusion, while the UK's Contracts (Rights of Third Parties) Act 1999 offers a progressive
approach to contract law, its adoption in Nigeria would present significant challenges. The risk of
undermining contractual certainty, disrupting established legal doctrines, and misaligning with
Nigeria’s socio-legal realities outweigh the potential benefits. A more measured approach would
involve strengthening existing mechanisms within Nigerian law to address third-party rights while
preserving the fundamental principles of privity and contractual autonomy. Any proposed reform
should be carefully tailored to Nigeria’s unique context through broad-based consultations with
legal experts, businesses, and other stakeholders, ensuring that it aligns with the country’s specific
needs and challenges.

SAM
Advance a Justification why Nigeria Should or Should Not Follow the Approach of Britain in
Contract (Rights of Third Parties) Act
The Contracts (Rights of Third Parties) Act 1999 is a landmark legislation in Britain that reformed
the doctrine of privity in contract law. The Act allows third parties to enforce contractual terms
affer 1999 under specific conditions, providing exceptions to the traditional privity rule. The
Contracts (Rights of Third Parties) Act 1999 is a significant reform that addresses the limitations
of the traditional privity rule. Section 1 of the Act allows third parties to enforce contractual terms
if the contract expressly provides for it or if the term purports to confer a benefit on the third party.
This provision enables contracting parties to expressly include third-party rights while preserving
their autonomy.
We will be considering arguments in favour and against following the Contract (Rights of Third
Parties) Act 1999. This will help narrow our decision in choosing what will be of benefit to the
State.
Argument supporting the Contract(Rights of Third Parties)Act 1999
● Firstly, it would enhance justice for third parties who are often left without recourse when
contracts are breached. For instance, in the case of Nigeria Airways Ltd v. Sahatu Bakari
(1991), where the court held that a third-party beneficiary could not enforce a contract
made for their benefit. In this case, the plaintiff was a passenger who was injured in an
accident involving the defendant airline. The plaintiff sought to enforce the contract of
carriage between the airline and the plaintiff's employer, but the court held that the plaintiff
was not a party to the contract and therefore could not enforce it. If there was an Act
similar to the Contracts (Rights of Third Parties) Act 1999, it would have provided a
remedy for the beneficiary.
 ● Secondly, adopting such an Act would modernize Nigerian contract law and align it with
global commercial practices. This would improve Nigeria's attractiveness for international
trade and investment. Furthermore, the Act would provide flexibility and fairness by
enabling contracting parties to expressly include third-party rights while preserving their
autonomy.

Argument against supporting the Contract(Rights of Third Parties)Act 1999

● One concern is that allowing third-party enforcement might increase litigation risks and
ambiguities in interpreting contractual terms. This could lead to uncertainty and undermine
contractual certainty.
● Another concern is that deviating from traditional common law principles might have
unintended consequences. Nigeria's legal system is based on the common law tradition, and
adopting a new approach might disrupt the existing legal framework.
● Nigeria's socio-economic realities might not align with the British context in which the Act
was enacted. Nigeria's contract law should be tailored to its unique needs and
circumstances.

Conclusively, After weighing the arguments, it is clear that adopting an Act similar to the
Contracts (Rights of Third Parties) Act 1999 would have both benefits and drawbacks for Nigeria
with the benefits seemingly outweighing the drawbacks. However, on balance, I believe that
Nigeria should adopt a similar approach tailored specifically to meet its needs. The benefits of
enhanced justice for third parties, modernization of contract law, and flexibility and fairness in
contracting outweigh the potential drawbacks.

OYIN
The doctrine of privity of contract has long been a cornerstone of common law, limiting the ability of third parties to
enforce contractual rights. However, the UK's Contracts (Rights of Third Parties) Act 1999 introduced a significant
reform by allowing third parties to enforce certain contract terms under specific conditions. This essay examines
whether Nigeria should adopt similar legislation, considering both the arguments for and against it.

The Contracts (Rights of Third Parties) Act 1999 reformed the rigid doctrine of privity by allowing third parties to
enforce contractual terms under specific circumstances. Section 1 of the Act permits a third party to enforce a
contract if it explicitly states that the third party has such rights, provided the third party is identified by name, class,
or description. The Act also preserves the principle of party autonomy by allowing contracting parties to exclude
third-party rights if they wish. This reform seeks to balance justice for third parties with the freedom of contracting
parties to determine their obligations, thus providing a modern and flexible framework for commercial agreements.

Under Nigeria’s existing legal framework, third parties generally cannot enforce rights under a contract to which they
are not parties, even if the contract was made for their benefit. This has often led to injustice in cases involving
insurance, family matters, and other commercial agreements. For example, in Ikpeazu v. African Continental Bank
Ltd. , Nigerian courts demonstrated adherence to the strict doctrine of privity. Similarly, in life insurance contracts,
intended beneficiaries cannot enforce their rights directly unless recognized by specific statutes. Adopting legislation
similar to the 1999 Act would address these injustices and provide relief to third-party beneficiaries, as seen in cases
like Beswick v. Beswick , where justice prevailed for a widow denied the benefits of a contract made in her favor.

Furthermore, modernizing Nigeria’s contract law by adopting principles of the 1999 Act could align the country’s
legal system with global standards, making it more attractive for international trade and investment. Many
jurisdictions , have implemented similar reforms to enhance fairness and economic efficiency. This alignment could
strengthen investor confidence in Nigeria’s legal system, particularly in key sectors such as infrastructure, energy,
and extraction industries. Moreover, the flexibility provided by the Act, which allows contracting parties to decide
whether to confer enforceable rights on third parties, would ensure that such reforms respect the autonomy of the
parties involved.

However, arguments against adopting the Act emphasize the risk of increased litigation and ambiguity in interpreting
contractual terms. The strict doctrine of privity provides contractual certainty, and altering it may lead to unintended
disputes. In Nigeria, equitable mechanisms such as trusts and agency already offer avenues for addressing third-party
interests without deviating from established principles. For instance, in LSDPC & Anor. v. Nigerian Land & Sea Foods
Ltd. ,the Nigerian courts demonstrated the utility of existing legal doctrines in addressing third-party issues without
compromising the clarity of contractual relationships.

Additionally, Nigeria’s socio-economic realities differ significantly from those of the UK. Factors such as limited
awareness of legal reforms, low literacy rates, and an overburdened judicial system could hinder the effective
implementation of a law modeled after the 1999 Act. Cultural norms, which often favor informal contractual
practices, may also conflict with the formalities required under such legislation. For example, the Nigerian informal
economy frequently relies on oral agreements and customary practices, which may not easily adapt to the structured
requirements of third-party enforcement laws.

Lastly, adopting the principles of the 1999 Act in Nigeria would necessitate addressing gaps in the legal system to
prevent abuse. Legislation would need to include clear safeguards to ensure that only well-defined third-party rights
are enforceable, mitigating the risk of frivolous claims. Additionally, consultation with stakeholders in the legal,
commercial, and public sectors is essential to ensure that the reforms address Nigeria’s unique challenges while
achieving fairness and efficiency.

In conclusion, Nigeria should consider adopting a localized version of the Contracts (Rights of Third Parties) Act 1999.
Such legislation would enhance justice for third parties and modernize Nigeria’s contract law, improving its global
competitiveness. However, the reform must be tailored to Nigeria’s socio-legal context, with specific provisions to
address cultural, economic, and legal challenges.

SALAMAT
The doctrine of the privity of contract gave no room for third party interference. This rule made sure that the rights
of conflicting parties was not hampered unduly as they were free to discharge or vary contracts by agreement.
However, this doctrine was seen as rigid and unfair especially in cases where a contract was made for the benefit of a
third party. The Contract (Rights of Third Parties) Act 1999 significantly reformed the doctrine of privity of contract in
English law by granting rights to a certain extent to third parties, giving the contracting parties the flexibility to
exclude or limit third party rights, addressing injustice done to third parties to a contract and bringing English law to a
place of consistency with international standards and practices.
This essay will evaluate whether Nigeria should adopt a similar approach by considering arguments for and against
the Act's principles.
Section 1 of the Contract (Rights of Third Parties) Act 1999 outlines the key provisions that allow third parties to
enforce terms of a contract. The section outlines the right of third party to enforce a contract if:
 It has been expressly stated in said contract that the third party has such right, or
 If the terms contained in the contract is to confer a benefit on the third party, unless it appears that it was
not intended by the parties to have the term enforceable by the stranger to the contract.
The section proceeded to note that the third party must be expressly identified in the contract by their name(s), class
or description if the contract is to be deemed enforceable by them and that they need not be in existence as at the
time the contract is made (an unborn child can be a beneficiary under the terms of a life insurance policy).
The section also outlines that while the contracting parties can exclude or limit the rights of third parties within the
terms of the contract as in the case that the contract shows that the parties did not intend for the third party to
enforce it, the third party can enforce their rights without being a party to the contract or providing consideration
when it is not expressly stated otherwise in the contract.
The section also takes into consideration the limitation of third party enforcement. The third party's right are subject
to the terms of the contract and must comply with limitations or conditions that comes with the contract and cannot
enforce a contract if it is against the intent of the contracting parties.
In essence, Section 1 of the Act establishes when and how third parties may enforce contractual terms, striking a
balance between recognizing third-party rights and respecting the intentions of the contracting parties. It preserves
parties autonomy and limits unnecessary involvement by third parties.
The advantages of following the footsteps of Britain in adopting this Act are many but for the essay, I'll look into
three of the most important.
Enhanced justice for third parties
The Contract (Rights of Third Parties) Act 1999 is not directly applicable as it is a statute of the United Kingdom.
However, Nigerian courts may adopt similar principles as persuasive precedent when interpreting contracts involving
third parties, especially where fairness and justice demand it. In Makwe v Nwukor (2001), A third party sought to
enforce a contract made for their benefit. The court considered whether the third party could benefit from the
agreement even though they were not a party to it. The Supreme Court held in favor of Makwe and made the
following ruling among other key rulings:
Equity and Justice:
The court emphasized the importance of fairness and justice in contractual relationships, stating that rigid adherence
to technicalities should not override substantive justice.
This case highlights the Nigerian courts’ willingness to consider equitable principles to ensure justice is done, even in
the absence of formal documentation.
While this case primarily dealt with oral contracts and evidence, it is often cited for its emphasis on fairness and
equity in contract enforcement, principles that align with exceptions to the strict doctrine of privity in Nigerian law.
The reasoning in Makwe v. Nwukor aligns with the principles in Section 1(1)(b) of the UK Act, which allows third
parties to enforce terms that confer a benefit on them. While Nigerian courts have not directly adopted the UK Act,
they apply similar principles under equity and the doctrine of fairness.
Modernisation
The adoption of the Act will align with global commercial practices and improve Nigeria's attractiveness for
international trade and investment. By promoting fairness and morality, confidence is bestowed on the English law.
This is because:
The Act allows third parties (e.g., subcontractors, beneficiaries, or guarantors) to directly enforce terms in contracts
made for their benefit and this eliminates the need for complex and often costly workaround mechanisms (e.g., trust
arrangements), making cross-border agreements more efficient.
In addition, the Act provides clarity and predictability in contractual relationships because of the circumstances under
which third parties can enforce contracts. International investors and trading partners will place high value on legal
systems that offer clear rules, reducing the risk of disputes and promoting smoother transactions.
English law is already a preferred choice for international contracts due to its predictability and fairness. Adopting
such rule in Nigeria gives way for increased confidence in the nation too. The Act enhances this reputation by
addressing historical inefficiencies in the privity doctrine, making it even more attractive for global trade and
investment agreements.
Example in Practice
A Japanese company enters into a contract with a UK-based logistics provider for the shipment of goods. The
contract includes provisions benefiting a third-party local distributor in Germany. Under the Act, the German
distributor can enforce its rights directly, streamlining dispute resolution and ensuring performance.
The Contract (Rights of Third Parties) Act 1999 supports international trade and investment by creating a more
efficient, fair, and globally aligned legal framework. This fosters trust and confidence among international businesses,
contributing to the growth of global commerce.
While the Contract (Rights of Third Parties) Act 1999 provides practical benefits and aligns with modern commercial
practices, its adoption is not without challenges.
A major disadvantage of the adoption of the Act is the erosion of Privity Doctrine
The privity doctrine traditionally ensures that only parties to a contract can enforce it, maintaining clear boundaries
in contractual relationships. Allowing third parties to enforce rights undercuts the principle that contracts are private
agreements between the parties involved and unduly hampers with the contracting parties' rights.
The Act also introduces additional layers of complexity, as parties must now consider the potential rights of third
parties when drafting contracts. Contracting parties may need detailed exclusion clauses, which can lengthen
negotiations and increase legal costs.
There is also the potential for Abuse by Third Parties. Third parties granted enforcement rights might misuse them or
interfere in contracts in ways that the original parties did not foresee.
For example, a third party might insist on enforcing rights under a contract even if the contracting parties have
resolved their disputes or agreed to modify the terms.
The Act requires third parties to be identified by name, class, or description (Section 1(3)). However, this can lead to
disputes about whether a third party was sufficiently identified or whether the benefit was intended for them.
This ambiguity can cause unnecessary litigation, especially in complex international agreements.

Nigeria has a unique socio-legal framework that has thrived on the adoption of Laws and Acts from the English law.
Weighing the pros and cons of this deliberation, it is clear that Nigeria will fare well by adopting the Contract (right of
third party) Act 1999.
Nigeria should consider adopting a modified version of the Contract (Rights of Third Parties) Act 1999 rather than a
wholesale adoption. The Act was not tailored to suit us perfectly but with modifications here and there, we can rest
assured. If the modified version incorporates safeguards to prevent abuse by third parties, includes transitional
provisions to allow businesses and legal practitioners to adjust to the new framework, engages stakeholders (legal
professionals, businesses, and academics) to ensure the law meets Nigeria's unique economic and cultural context
then there is no argument why it should not be adopted into our legal framework.
In conclusion, adopting the Act in a tailored manner could significantly benefit Nigeria by modernizing its contract
law and fostering economic growth. However, the government must carefully design the law to address local
challenges and ensure it aligns with the country's legal and social realities.

TOM
The Contracts (Rights of Third Parties) Act 1999 (the “Act”) revolutionized contract law in the UK by reforming the
privity doctrine, which traditionally restricted contract enforcement to parties directly involved. Under the Act, third
parties can enforce contract terms if they are expressly identified or benefit from the agreement.

This essay evaluates whether Nigeria should adopt a similar approach, examining arguments for and against
adoption, contextualizing the Act’s impact, and addressing its alignment with Nigeria’s socio-legal framework.

Overview of the Contracts (Rights of Third Parties) Act 1999

The Act provides specific conditions under which third parties can enforce contracts:
1. Section 1: Third parties may enforce terms if:
- They are identified by name, class, or description.
- The contract expressly or implicitly benefits them.

2. Section 2 : Parties can exclude third-party rights explicitly, maintaining their autonomy.

3. Section 3-7: These provisions clarify third-party rights, remedies, and limitations, ensuring their enforcement aligns
with existing legal principles while avoiding excessive litigation risks.

The Act balances flexibility, fairness, and contractual certainty, making it widely referenced in UK commercial
practices.

Arguments Supporting Adoption in Nigeria

1. Enhanced Justice for Third Parties

In Nigeria, the privity doctrine often denies beneficiaries their rights even when agreements are clearly intended for
their benefit. Cases like *Akene v. British American Insurance Co.* demonstrate the limitations of privity and the
need for equitable solutions.
The Act would provide a legal framework for third-party rights, eliminating reliance on equitable remedies like trusts,
which vary in application. This statutory clarity would ensure fairness for third parties in agreements involving family,
insurance, and commercial transactions.

2. Alignment with International Standards

Globalization demands harmonization of contract laws for seamless cross-border trade. The Act supports third-party
enforcement in areas like construction and insurance, facilitating easier dispute resolution. Adopting a similar
approach in Nigeria would make the country more attractive to investors and foster international business
confidence.

3. Flexibility for Contracting Parties

The Act respects party autonomy by allowing them to include or exclude third-party rights. For Nigerian businesses,
this flexibility can accommodate the diverse needs of modern commerce, reducing litigation risks while fostering
trust in contractual arrangements

4. Sector-Specific Relevance
In the UK, the Act has benefited construction and insurance industries. For example, it allows subcontractors to
enforce indemnities or warranties in contracts where they were not direct parties. Nigeria’s growing infrastructure
sector could similarly benefit, as evidenced by cases like NASARALAI v. Arab Bank where indirect stakeholders faced
challenges enforcing agreements.

Arguments Against Adoption in Nigeria

1. Risk of Increased Litigation

The Act’s introduction in Nigeria could open the floodgates to third-party claims, straining an already overburdened
judiciary. Without clear contractual exclusions, unintended disputes may arise, as seen in Hurley Palmer Flatt v.
Barclays Bank Plc, where ambiguities in drafting led to protracted litigation.

2. Conflict with Established Doctrines

Privity remains a cornerstone of Nigerian contract law, deeply rooted in its common law heritage. Introducing third-
party rights might conflict with existing principles, requiring extensive judicial and legislative adjustments to
harmonize the two systems.

3. Implementation Challenges
Nigeria’s socio-legal context poses significant hurdles. Delays in court proceedings, limited legal literacy, and
inconsistent enforcement mechanisms could undermine the effectiveness of the Act. Contracts drafted without
professional oversight may inadvertently create enforceable third-party rights, complicating business practices.
4. Existing Alternatives in Nigeria
Nigeria already recognizes exceptions to privity through trusts, agency, and specific statutes. For instance, Akene and
NASARALAI illustrate how courts have creatively bypassed privity to achieve fairness. A full adoption of the Act might
duplicate or conflict with these established mechanisms.
Analysis and Justification
The Act’s adoption in Nigeria could modernize its contract law and enhance fairness, but implementation must be
tailored to the country’s unique challenges. Rather than wholesale adoption, Nigeria could:
- Introduce sector-specific reforms in areas like construction and insurance.
- Incorporate the Act’s principles gradually through judicial precedents or pilot legislation.
- Emphasize precise contract drafting to mitigate risks, as ambiguities could lead to unintended consequences.

Nigeria should adopt a tailored version of the Contracts (Rights of Third Parties) Act 1999 to address the limitations
of privity while ensuring compatibility with its socio-legal environment. By focusing on specific sectors and providing
clear guidelines for implementation, Nigeria can modernize its contract law, promote justice, and foster economic
growth without compromising its legal foundations.

This balanced approach would enhance fairness and certainty while respecting the complexities of Nigeria’s legal
system.
 ESTHER
The doctrine of privity of contract has long been a cornerstone of contract law, both in England and Nigeria. This
principle dictates that only parties to a contract have the legal right to enforce its terms or be bound by its
obligations. However, over time, this rigid doctrine has led to significant injustice, particularly in situations where
contracts clearly intended to benefit third parties. To address this issue, the Contracts (Rights of Third Parties) Act
1999 (CRTPA) was introduced in England, providing a statutory exception to the doctrine and enabling third parties
to enforce contractual terms in certain circumstances.

Recognizing the limitations of the doctrine of privity, the British courts and lawmakers introduced measures to
mitigate the harsh effects of privity culminating in the birth of Contract (Rights of Third Persons) Act 1999.The Act
was introduced to address criticisms of the rigid privity doctrine, which included: Ensuring that third parties intended
to benefit from a contract are not unjustly deprived of their rights.Reducing reliance on complex common law
exceptions like trusts and agency, Facilitating smoother transactions in sectors such as insurance, shipping, and
construction and alignment with modern needs where third parties are increasingly common.

The Contracts (Rights of Third Persons Act)1999 revolutionized English contract law by granting third parties
enforceable rights under specific conditions. Section 1(1) of this act gives right to a Third Party to enforce a contract
if:

The contract explicitly states that the third party may enforce it, or

The term purports to confer a benefit on the third party unless the contracting parties explicitly exclude such
enforcement.
It also specifies that Third parties must be identified by name, description, or as part of a defined class (e.g.,
employees of a company). Also, unlike traditional contract law, the third party does not need to provide
consideration to enforce their rights and contracting parties cannot alter or rescind the contract if the third party has
relied on it, unless the contract expressly permits such changes.

In Nigeria, the doctrine of privity remains firmly entrenched, with courts consistently upholding it. Key cases clearly
illustrate this principle:
In the case IDUFUEKO v. PFIZER PRODUCTS LTD, The appellant(IDUFUEKO)could not claim stock option benefits
under a contract between Pfizer International Inc. and another party because the respondent was not a party to the
contract.

Similarly, in the case of CHUBA IKPEAZU v. AFRICAN CONTINENTAL BANK: The bank could not enforce an agreement
between two other parties as it was not a party to the contract.

However, there are limited exceptions to the doctrine of privity in Nigerian law, such as agency, trusts, third-party
beneficiary clauses, collateral contracts, and statutory exceptions. These exceptions, while valuable, are applied
sparingly and often fail to address all instances of injustice arising from the privity doctrine.

The Contract Rights of Third Parties Act (CRTPA) approach has been a subject of debate among legal scholars and
practitioners in Nigeria. The CRTPA approach, which allows third parties to enforce contracts, has been argued to
promote fairness, simplify the law, enhance commercial transactions, and promote legal certainty. However, there
are also arguments against adopting the CRTPA approach in Nigeria, including the preservation of contractual
autonomy.

One of the primary arguments in favor of adopting the CRTPA approach in Nigeria is that it addresses injustice and
promotes fairness. The rigid application of privity often leads to unfair outcomes, as seen in cases like IDUFUEKO v.
PFIZER PRODUCTS LTD. The CRTPA approach ensures that intended beneficiaries of contracts can enforce their
rights, promoting fairness and justice. Furthermore, the CRTPA approach simplifies the law by codifying third-party
rights, eliminating the need for complex common law exceptions.
The CRTPA approach also enhances commercial transactions, particularly in sectors such as insurance and banking.
For instance, Nigeria's Motor Vehicles (Third Party Insurance) Act already allows third parties to sue insurers, a
principle that could be extended through a statute like the CRTPA. Additionally, the CRTPA approach promotes legal
certainty by providing clear guidance to contracting parties, reducing litigation and fostering trust in contractual
relationships.

However, there are also arguments against adopting the CRTPA approach in Nigeria. One of the primary concerns is
that it may interfere with the freedom of parties to define their obligations, thereby preserving contractual
autonomy. Moreover, broad third-party rights could lead to unintended liabilities and disputes, creating uncertainty
in contractual relationships.

Another argument against adopting the CRTPA approach is that Nigerian courts have developed equitable exceptions
to privity, such as trusts and agency, to achieve justice without statutory intervention. These judicial solutions allow
for flexibility and case-specific justice, which may be compromised by a rigid statutory framework. Furthermore,
Nigeria's economy and legal system rely heavily on informal and traditional contracting practices, which may not
align with a rigid statutory framework like the CRTPA.

In conclusion, the adoption of the CRTPA approach in Nigeria is a complex issue that requires careful consideration of
the arguments for and against. While the CRTPA approach promotes fairness and simplifies the law, it also raises
concerns about contractual autonomy.Ultimately, a balanced approach that takes into account Nigeria's unique legal,
economic, and cultural context is necessary to ensure that the adoption of the CRTPA approach promotes justice,
fairness, and certainty in contractual relationships.

The Contracts (Rights of Third Parties) Act 1999 represents a significant step toward fairness and efficiency in
contract law by addressing the limitations of the privity doctrine. While Nigeria could benefit from adopting similar
principles, any reform must consider the country’s unique legal and economic context.

FAWAZ
Advance a Justification Why Nigeria Should or Should not Follow the Approach of Britain in Contracts(Rights of
Third Parties) Act 1999.
The Contracts (Rights of Third parties)Act 1999 is an Act of Parliament of Britain that significantly reformed the
common law doctrine of privity and thereby [removed] one of the most universally disliked and criticised blots on the
legal landscape.The act aimed to reform the doctrine of privity ,which prevented third parties from enforcing
contracts and it also aimed to provide a framework for third parties to enforce contracts made for their benefit. It is a
law that allows third parties to enforce certain terms of a contract made for their benefit.This means that a third
party ,who is not a party to the contract , can sue to enforce their rights under the contract in certain circumstances.
Key provisions of the Contracts ( Rights of Third Parties )Act 1999 include:
Section 1 : Right of third party to enforce contractual term - The act allows a third party to enforce a contractual term
if the contract expressly provides for it.
Section 2:Variation and rescission of contract : The act allows the contracting parties to vary or rescind the
contract,unless the third party has already relied on the contract .
Section 3: Defences and Counterclaims:The act provides that the third party may raise defences and counterclaims
against the promisor .
Section4: Enforcement of contractual terms : The act allows the third party to enforce contractual terms ,unless the
promisor can show that the third party is not entitled to enforce the contract .
Nigeria adopting the British Rights of Third parties Act 1999 would be a significant step forward in modernizing its
contract law . By adopting this act ,Nigeria would be aligning its law with international best practices ,providing
greater certainty and protection for third parties involved in contracts . This would be particularly beneficial in
situations where contracts are made for the benefit of family members,employees,or other third parties who are not
directly party to the contract .
The Act would also promote fairness and justice ,as it would allow third parties to enforce contracts made for their
benefit, preventing situations where they are left without recourse . Furthermore, adopting this Act would
demonstrate Nigeria’s commitment to creating a more business friendly environment, attractive to foreign investors
and conducive to economic growth.
Why Nigeria should follow the approach of Britain in contracts ( Rights of third parties) act 1999.
*Increased Protection for Third Parties- The Act would allow third parties to enforce their rights under contracts,even
if they are not direct parties to the agreement .This could be particularly beneficial in situations like insurance
contracts or contracts for the benefit of beneficiaries.
*Clarity and Certainty - The Act provides clear guidelines for determining when a third party can enforce contractual
terms, reducing uncertainty and potential disputes.
*Modernization of Contract law- Adopting the Act would bring Nigerian contract law in line with modern legal
principles and practices, enhancing its appeal to international businesses and investors.
*Encouraging Economic Growth -By promoting business efficiency and reducing disputes, the act would encourage
economic growth and development in Nigeria .
*Enhancing Nigeria’s global competitiveness-Adopting this act would enhance Nigeria’s global competitiveness by
demonstrating its commitment to modernizing its contract law and promoting business- friendly practices
Why Nigeria should not follow the British contract ( Rights of third Parties ) Act 1999
*Cultural and Social differences -Nigeria has a unique cultural and social context that may not align with the British
act . Adopting the act
without modifications may not account for Nigeria’s specific cultural and social nuances.
*Existing Legal Framework -Nigeria already has a legal framework that governs contracts and third party rights .
Adopting the British Act may create conflicts with existing laws and regulations.
*Economic and Developmental Considerations- Nigeria’s economic and developmental context may require a more
tailored approach to contract law . Adopting the British Act may not address Nigeria’s specific economic and
developmental challenges.
*Capacity and Institutional Challenges -Nigeria may face capacity and institutional challenges in implementing and
enforcing the British Act .Adopting the Act without adequate capacity and institutional support may lead to
ineffective implementation.
*Need for Local contextualization-The British Act may require contextualization to fit Nigeria’s local context .
Adopting the act without modifications may not account for Nigeria’s unique circumstances.
In conclusion , while the British Contract ( Rights of Third Parties)Act 1999 offers several benefits, Nigeria should
carefully consider its unique cultural , social ,economic and developmental context before adopting the Act.It may be
necessary to modify the Act or develop a tailored approach to contract law that addresses Nigeria’s specific needs.

GANI
Advance a justification why Nigeria should or should not follow the approach of Britain in Contracts (Rights of Third
Parties) Act 1999

The Contracts (Right of Third Parties) Act 1999 refers to a significant legislation in Britain that has reformed the
concept of Privity of Contract. One of this Act’s key provisions is Section 1 which explains and allows third parties to
enforce contractual terms if they are expressly identified in the contract as intended beneficiaries. This means if the
contract is made for the benefit of the third party,the third party can sue to enforce their rights on the contract even
though they were not originally a party to the contract. The question arises whether Nigeria should follow the
approach of Britain in this regard. This essay will shed more light on both sides and give tangible reasons why Nigeria
should or should not follow this approach.

One of the primary advantages of this approach is that it promotes certainty, clarity and contractual flexibility in
contractual relationships. By expressly identifying third-party beneficiaries, contracting parties can ensure that their
intentions are respected, and disputes are minimised. It would allow contracting parties structure their deals with
clarity and more efficiently, directly conferring rights on third parties without the need for additional legal
engagements. This concept challenges the traditional doctrine of privity of contract, which limits the enforceability of
contractual rights to the original contracting parties. Furthermore, this approach recognises the evolving nature of
contractual relationships and this will help reduce the complexities surrounding complex commercial transactions.

Additionally, adopting the British approach would align Nigeria with international best practices and promote
economic growth. Many countries, Singapore and Australia inclusive have enacted similar legislation, and Nigeria's
adoption of this act would demonstrate its commitment in facilitating business and development. It would also bring
Nigeria's legal framework in line with International practices, enhancing its attractiveness and readiness for foreign
investments and trade.

On the other hand, one of the concerns of this approach is that it may create uncertainty and unpredictability in
contractual relationships. Allowing third-party beneficiaries to enforce terms of a contract may lead to unintended
consequences and increased litigations and disputes. This means that this Act may lead to complexities among the
parties, especially in cases where there are ambiguities regarding the terms of the contract. Adopting this British Act
may overwhelm Nigeria's already congested court system leading to more challenges in the judicial system.

Moreover, Nigeria's unique, cultural and socioeconomic context may not be suited for the British approach. Nigeria's
legal system is based on a mix of Common law, customary law, and Islamic law, and community-based dispute
resolution which may not be compatible with this particular approach. In addition, Nigeria's system is largely informal
and the approach may not be practical or effective in its contextual form.

The Contract Act (Cap C14,LFN 2004) is a Nigerian law that governs contracts and contractual relationships. Its
provisions on Privity of Contract and third party rights are relevant. While the Act does not provide explicit terms on
third-party beneficiaries, it has been implied that Nigerian courts may not enforce the third party rights even if they
are beneficiaries of the contract. The courts will only enforce the terms if the parties to a contract act on it like in the
case of Chuba Ikpeazu v. African Continental Bank. In practice, this means that the third-party beneficiaries may face
challenges in enforcing their rights under a contract.

In conclusion, while there are valid arguments on both sides, I believe that Nigeria should adopt a cautious approach
in following the British model. Nigeria's unique context and legal system require careful consideration and adaptation
of international practices. Rather than adopting the whole British approach, Nigeria should domesticate the model
pursuant to Section 12 of the Constitution of the Federal Republic of Nigeria just like in the case of Abacha v.
Fawehinmi where the African Charter of Human and People's Rights was domesticated into the Nigerian law
through the African Charter on Human and Peoples' Rights (Ratification and Enforcement) Act of 1983 to suit the
circumstances of Nigeria and make it enforceable in Nigerian courts. It should also consider a more nuanced
approach that balances the need for certainty and clarity with the need to accommodate its unique cultural and
socioeconomic context.

BOLA
Should Nigeria Follow the Approach of Britain in the Contracts (Rights of Third Parties) Act 1999?

The Contracts (Rights of Third Parties) Act 1999 significantly reformed the common law doctrine of privity of
contract, which traditionally barred third parties from enforcing contractual terms. This essay evaluates whether
Nigeria should adopt a similar approach by weighing the benefits and challenges associated with implementing such
a reform.

The Contracts (Rights of Third Parties) Act 1999 allows third parties to enforce contractual terms under specific
conditions, particularly through Section 1. This provision enables a third party to enforce a contractual term if:
- The contract expressly states that the third party may do so.
- The term purports to confer a benefit on the third party, subject to the contracting parties' intentions.
The Act preserves party autonomy by allowing contracting parties to exclude third-party rights explicitly. Thus, while
reforming privity, it also provides flexibility and respects the foundational principles of contract law.

Arguments Supporting Adoption of the Contracts (Rights of Third Parties) Act 1999 in Nigeria
a. Enhanced Justice for Third Parties
In the absence of legislative reform, Nigerian courts have often had to rely on creative judicial techniques to grant
remedies to third-party beneficiaries. For example, in Union Bank of Nigeria Ltd v Edionseri, the court upheld the
rights of a third party in a complex arrangement involving an implied trust. A statutory reform like the 1999 Act
would provide clearer and more direct remedies for third-party beneficiaries, ensuring justice in deserving cases.
b. Modernization
Adopting a similar law would align Nigeria's contract law with global commercial practices. This alignment could
make Nigeria more attractive for international trade and investment, as businesses often prefer legal systems that
allow for enforceable third-party rights. Given Nigeria's ambitions to enhance its global economic position, such
modernization is essential.
c. Flexibility and Fairness
The Act enables contracting parties to expressly confer rights on third parties while preserving their autonomy to
exclude such rights where necessary. This balance between flexibility and fairness ensures that the reform does not
unduly disrupt established contractual practices.

Arguments Against Adoption of the Contracts (Rights of Third Parties) Act 1999 in Nigeria
a. Risk of Diluting Contractual Certainty
Permitting third-party enforcement of contracts could increase litigation and lead to ambiguities in interpreting
contracts. Parties may face unforeseen obligations to third parties, which could complicate commercial relationships.
b. Preserving Established Legal Doctrines
Nigeria’s legal system has long adhered to traditional common law principles, including the doctrine of privity.
Departing from these doctrines could unsettle well-established judicial precedents and contractual norms.
c. Contextual Differences
The socio-economic and legal environment in Nigeria differs significantly from Britain. For instance, contract
enforcement mechanisms in Nigeria are often slow and inefficient. Introducing third-party rights without addressing
these systemic issues might lead to further delays and complications.

While the benefits of adopting an Act similar to the Contracts (Rights of Third Parties) Act 1999 are compelling, they
must be weighed against Nigeria’s unique socio-legal framework.
- The flexibility and fairness provided by the Act could enhance justice for third parties and attract foreign
investment. However, the risk of increased litigation and potential ambiguities in contract interpretation are valid
concerns.
- Nigerian cases, such as Union Bank of Nigeria Ltd v Edionseri and Alhaji Bamgboye v University of Ilorin, highlight
the judiciary’s struggles to address third-party claims under current laws. A statutory framework could resolve such
ambiguities.
- Yet, Nigeria’s slow judicial processes and socio-economic disparities suggest that reforms must be implemented
cautiously, possibly with additional safeguards to minimize unintended consequences.

I think Nigeria should adopt a statute similar to the Contracts (Rights of Third Parties) Act 1999 but with
modifications tailored to its legal and socio-economic realities. Such a reform would enhance justice and align
Nigeria’s contract law with global standards while promoting fairness and flexibility. However, careful consideration
must be given to preserving contractual certainty and addressing systemic challenges in the Nigerian legal system.
Ultimately, the success of such a reform would depend on its ability to balance fairness, certainty, and Nigeria’s
unique legal needs.

MERCY
Introduction to Privity of Contract
The doctrine of privity of contract is a key concept in contract law, stating that only parties
to a contract can enforce its terms and benefit from them. Third parties traditionally have
no legal standing to enforce or claim benefits.
Evolution and Reforms
This doctrine has evolved, with notable reforms like the Contracts (Rights of Third Parties)
Act 1999 in the UK. This Act allows third parties to enforce contractual terms, relaxing the
traditional privity doctrine.
Essay Objective
This essay explores whether Nigeria should adopt an approach similar to the UK's
Contracts (Rights of Third Parties) Act 1999, considering its legal, social, and economic
context.
The key Provisions of the Contracts (Rights of Third Parties) Act 1999
The Act grants third parties the right to enforce contractual terms under specific
conditions:
1. Section 1 Provisions: A third party must be identified in the contract (by name,
description, or class) and the contract must confer a benefit on them. The parties must
intend for the third party to benefit.
2. Exceptions to Privity: Courts can imply third-party rights if the contract suggests
this intention, even without explicit terms.
3. Preserving Party Autonomy: Contracting parties can modify or exclude third-
party rights unless prohibited by the contract or if the third party has relied on it.
Benefits of Adopting the Right of Third Parties Act in Nigeria
Adopting the Right of Third Parties Act in Nigeria offers dual benefits:
A.protection of Third Parties;
1. Ensures third-party beneficiaries receive contractual benefits.
2. Prevents unfair treatment and exploitation.
3. Provides legal recourse for breached contracts.

B. Preservation of Contracting Parties' Autonomy

1. Allows parties to expressly include or exclude third-party rights.
2. Maintains control over contractual agreements.
3. Enables parties to modify or cancel contracts within defined limits.
Adopting this Act balances competing interests, fostering:
1. Fairness and certainty in contractual enforcement.
2. Cooperation and trust among contracting parties.
3. Economic growth through increased international trade and investment.
4. This balanced approach promotes a stable and attractive business environment in
Nigeria.
In conclusion:
The Act balances fairness and party autonomy, promoting certainty and commercial
efficiency. It reduces disputes by encouraging clear contractual terms.

Nigeria Should Not Adopt the Third Party Rights Act of 1999:
The Third Party Rights Act of 1999, though beneficial, is incompatible with Nigeria's
socio-economic culture. Its adoption in its current form would contradict existing laws,
particularly the Contract Act.
To ensure seamless integration, Nigeria's legislature should review and modify the Act.
Key areas requiring attention include cultural sensitivity and economic realities. The Act
must be reconciled with the Contract Act to avoid conflicts and enhance judicial capacity.
A nuanced approach is necessary. This involves stakeholder consultations, modified
legislation reflecting Nigeria's context and supporting infrastructure for effective
enforcement. By doing so, Nigeria can promote fairness, clarity and economic stability
while minimizing drawbacks.
JUSTIFICATION AS TO WHY NIGERIA SHOULDN'T ADOPT THE ACT
Despite its advantages, the Act does not align with Nigeria’s socio-economic context.
Adopting it could conflict with existing laws, create judicial challenges, and erode
established legal precedents.
In conclusion Nigeria should cautiously review and modify the Act to suit its unique
context. Tailored legislation, stakeholder consultations, and strong enforcement
mechanisms are necessary to promote fairness, clarity, and economic stability.

SIJU
1. Introduction

• Significance of the Contracts (Rights of Third Parties) Act 1999:

Briefly state that the Contracts (Rights of Third Parties) Act 1999 is a significant reform in English contract law, which
allows third parties to enforce certain contractual terms under specific conditions, bypassing the traditional doctrine
of privity.

Mention that this essay will evaluate whether Nigeria should consider adopting a similar law by examining both the
advantages and disadvantages of the Act’s principles.

2. Overview of the Contracts (Rights of Third Parties) Act 1999

• Key Provisions of the Act:

• Section 1: This is the core provision, allowing a third party to enforce contractual terms if:

• The contract expressly provides for third-party rights, or

• The contract confers a benefit on the third party.

• Exceptions and Safeguards:

• While the Act allows third-party enforcement, it also respects party autonomy by ensuring that
contracting parties can exclude third parties from rights under the contract.

• It provides flexibility, ensuring that not every third party can automatically enforce terms but only
those who are identified in the contract or who would benefit from the contract.
 3. Arguments Supporting Adoption in Nigeria

• Enhanced Justice for Third Parties:

• In the absence of a similar law in Nigeria, third parties who stand to benefit from a contract (such
as in the case of beneficiaries under insurance contracts, or those relying on commercial agreements) currently have
no legal means to enforce the terms.

• Nigerian Case Example:

While specific Nigerian cases regarding third-party enforcement might not be numerous, there have been instances
where third-party beneficiaries have had to rely on alternative legal remedies like contractual assignments or trusts.
Nigerian courts may also be familiar with principles of agency and beneficiaries’ rights, which could be relevant when
considering the Act.

• Modernization of Nigerian Contract Law:

• The global trend has been to modernize contract law to reflect changing commercial practices and
to foster greater flexibility.

• Adopting a law similar to the UK’s Act would align Nigerian law with international practices,
enhancing Nigeria’s attractiveness for international trade and investment. Many multinational companies prefer legal
systems that offer flexibility in enforcing contracts, including third-party rights.

• Flexibility and Fairness:

• The Act allows contracting parties to expressly confer rights to third parties, making it possible for
individuals and businesses to tailor contracts to their specific needs while still preserving party autonomy.

• The balance between party freedom and third-party justice can improve fairness in contracts,
especially in sectors like construction, insurance, and joint ventures, which are significant in Nigeria’s economy.

4. Arguments Against Adoption in Nigeria

• Risk of Diluting Contractual Certainty:

• Allowing third parties to enforce terms may introduce ambiguity and uncertainty in contracts,
especially in situations where third parties are not clearly identified or the terms of enforcement are vague.

• Litigation Risks: There could be an increase in litigation if parties frequently dispute whether or not
a third party has the right to enforce the contract.

• Nigerian businesses may be cautious about the potential risks of unknown third-party claims that
could interfere with their commercial dealings.

• Preserving Established Legal Doctrines:

• Some legal scholars argue that the traditional doctrine of privity, where only parties to a contract
can enforce it, maintains clarity and prevents complications in legal relationships.

• This concern is particularly relevant for Nigerian contract law, which is still rooted in common law
principles.

• Contextual Differences Between the UK and Nigeria:

 • The socio-economic environment in Nigeria is quite different from the UK. Nigeria’s legal system
faces unique challenges such as weak enforcement mechanisms, corruption, and a high level of informality in
business transactions.

• A system allowing third-party enforcement may be prone to abuse or manipulation in such a

context, and Nigeria may require additional safeguards to address these issues.

5. Analysis and Justification

• Weighing the Arguments:

• Supporting Adoption: While the arguments in favor of adopting the Act are compelling, particularly
in terms of aligning with international standards, there are practical concerns about how Nigeria’s legal and
economic framework could handle the complexities introduced by allowing third-party enforcement.

• Opposing Adoption: The main concerns stem from the potential for increased litigation and the
challenge of integrating the Act into a legal system already burdened with enforcement issues. Additionally, the
traditional focus on contractual certainty could be undermined.

• Nigerian Context: Consideration of Nigeria’s legal infrastructure and its challenges, such as
corruption, delays in court processes, and informal contractual arrangements, is crucial. Any reform in Nigeria must
include mechanisms to address these issues. Nigerian courts have also shown a flexible approach in interpreting
contracts and may be willing to adapt the principles of the Act to better suit the local context.

• Case Law and Statutory Provisions: There may be examples of Nigerian statutory provisions or case
law, such as those concerning contractual assignments or agency law, that support the notion of third-party rights
under specific conditions.

6. Conclusion

• Position on Adoption:

• After evaluating the arguments, the essay concludes that while adopting a law similar to the
Contracts (Rights of Third Parties) Act 1999 could bring significant benefits, Nigeria should proceed with caution.

• The country’s legal system must address specific challenges like corruption, the informality of
contracts, and slow judicial processes before implementing such a reform. It may be more prudent to introduce such
reforms gradually or in certain sectors where third-party rights are clearly defined (e.g., in insurance or construction).

• Justification:

• A careful balance must be struck between modernizing contract law and preserving the certainty
and reliability that businesses need. Adopting a version of the Act, with tailored safeguards for Nigeria’s socio-legal
realities, could help improve fairness and attract international investment, but only with careful implementation and
awareness of the challenges.

DOYIN
Nigeria should follow the approach of Britain in the Contracts (Rights of Third Parties) Act 1999 because the doctrine
of privity, as it stands, often results in injustice to third parties for whom contracts are intended to benefit. The
primary rationale for the privity doctrine is to ensure that only those who provide consideration can enforce a
contract. However, this principle can conflict with the reasonable expectations of contracting parties and third-party
beneficiaries. A compelling case for reform lies in Beswick v. Beswick ([1968] AC 58), where a widow was unable to
enforce a promise made to her late husband, except in her capacity as his estate administrator. This injustice
demonstrates that the privity rule often disregards the intention of contracting parties, creating undue rigidity.

The Contracts (Rights of Third Parties) Act 1999 fundamentally reformed the doctrine of privity in England by
granting certain third parties the right to enforce terms of a contract, even though they are not parties to it. Under
this Act, a third party can enforce a term of the contract if the contract expressly provides for this or if the term
purports to confer a benefit on the third party. The Act also preserves the autonomy of the contracting parties,
allowing them to include provisions that exclude third-party rights. This statutory intervention addressed the
limitations of the traditional doctrine, as established in Tweddle v. Atkinson ([1861] 1 B&S 393) and Dunlop
Pneumatic Tyre Co. v. Selfridge & Co. Ltd ([1915] AC 847), which emphasized the requirement for consideration and
privity. The British Act remedied such issues by permitting third parties to enforce contractual terms, ensuring that
the reasonable expectations of all involved are upheld and balancing fairness for third parties with the sanctity of
contractual agreements.

Allowing enforcement aligns with Steyn LJ's reasoning in Darlington Borough Council v. Wiltshier Northern Ltd
([1995] 1 WLR 68), where he emphasized the importance of giving effect to the parties' intentions and protecting
third-party reliance. Nigeria’s commercial environment, increasingly globalized, demands a legal framework that
accommodates these principles. A reformed approach would enhance contractual certainty and foster confidence in
transactions, particularly in areas such as construction and insurance, where third parties are frequently intended
beneficiaries. The reform would also simplify legal processes by reducing reliance on artificial devices like trusts or
agency, which have often failed to provide adequate remedies for third parties. Additionally, jurisdictions like New
Zealand and Australia have adopted similar reforms with significant success, demonstrating the practicality of such
measures.

On the other hand, Nigeria should not follow the approach of Britain in the Contracts (Rights of Third Parties) Act
1999 because it risks undermining the established principles of contract law. The doctrine of privity, reinforced by
decisions such as Dunlop Pneumatic Tyre Co. v. Selfridge & Co. Ltd ([1915] AC 847), serves as a cornerstone of
contractual certainty, ensuring that only those who contribute to a contract’s formation can enforce its terms.
Allowing third-party enforcement might introduce ambiguities regarding the contracting parties' intentions,
potentially leading to disputes and increased litigation. This concern was highlighted in Midland Silicones Ltd v.
Scruttons Ltd ([1962] AC 446), where the House of Lords reaffirmed the importance of privity in maintaining
contractual clarity.

Furthermore, Nigeria’s legal and cultural context differs significantly from Britain’s. Adopting the British approach
wholesale could lead to unintended consequences, such as frivolous claims from third parties or exploitation of
contracts by those not directly involved in their negotiation. The Nigerian courts already possess mechanisms to
address potential injustices arising from the privity doctrine. For instance, through the use of trusts or collateral
contracts, courts can allow enforcement by third parties in appropriate circumstances. In Ikpeazu v. African
Continental Bank Ltd (1965 NMLR 374), the Nigerian Supreme Court demonstrated that the existing legal framework
could address unique contractual disputes without overhauling the doctrine of privity.

Ultimately, while the British Act provides a model for addressing the limitations of privity, any reform in Nigeria
should be carefully tailored to balance fairness to third parties with the principles of contractual autonomy and
certainty. This would ensure a system that reflects local realities while accommodating the progressive values of
justice and efficiency seen in the British model.

GBOLAHAN

Name: Abisuga Gbolahan

Advance a justification why Nigeria should or should not follow the approach of Britain in
contracts (Rights of Third Parties) Act 1999

The doctrine of privity of contract is based on the maxim, jus quaesitum tertio, which translates
to “rights on account of third parties” The rule dictates that a contract cannot confer certain
rights and obligations to a third party; only the parties to a contract can sue on it. The doctrine
has been firmly established over time in common law with Lord Haldane's classic exposition of
the privity as a separate fundamental principle in the locus classicus case of DUNLOP
PNEUMATIC TYRE CO.LTD V. SELFRIDGE LTD. This essay aims to bring to light why
Nigeria should or should not follow the approach of Britain, considering arguments for
and against the Acts’s principles.

The Contracts (Rights of Third Parties) Act 1999 (c. 31) is an Act of the Parliament of the
United Kingdom that significantly reformed the common law doctrine of privity and "thereby
[removed] one of the most universally disliked and criticised blots on the legal landscape"

The Act allows third parties to enforce contractual terms under specific conditions (Section 1). It
provides exceptions to privity while preserving party autonomy. The Act ensures that
contracting parties can expressly include third-party rights, promoting fairness and flexibility.

Section 1 of the act overrides the old common law rule that a third party could not enforce the
terms of a contract, as established in DUNLOP PNEUMATIC TYRE CO.LTD V. SELFRIDGE LTD
and also the rule that a third party was unable to act against the promisor, established in
Tweddle v Atkinson. It allows a third party to enforce the terms of a contract in one of two
situations: firstly if the third party is specifically mentioned in the contract as someone
authorised to do so, and secondly if the contract "purports to confer a benefit" on him.

The Rights of Third Parties Act 1999 enhances justice for third parties in Nigeria by allowing
individuals who are not directly party to a contract to enforce certain terms of that contract if it
clearly intends to confer a benefit upon them, essentially enabling them to sue for breach of
contract even if they weren't originally part of the agreement, thus mitigating the traditional
limitations imposed by the doctrine of privity of contract; this is particularly relevant in
situations where a contract is designed to benefit a specific third party, like in construction or
insurance contracts. For instance, in Nigerian cases like Okolo v. Union Bank of Nigeria
Ltd. (2004), third-party beneficiaries would have benefited from such a law.

In addition, adopting the act in Nigeria would align Nigeria with global commercial practices,
enhancing its attractiveness for international trade and investment for international trade and
investment. In today’s interconnected world, businesses increasingly expect consistent and
predictable legal frameworks across jurisdictions. Countries have enacted legislation or adopted
principles that recognize third party rights in contracts, including Australia (The Contracts
Review Act 1980), Canada (Rights of Third Parties Act), and Singapore (Rights of Third
Parties Act 2001). By adopting the Act, Nigeria would join the ranks of these countries,
demonstrating its commitment to modernising its contract law and enhancing its
commercial attractiveness.

Moreover, the Act enables contracting parties to expressly include third-party to expressly
include third party rights while preserving their autonomy For example, in the case of Nisshin
Shipping Co.Ltd. v Cleaves & Co.Ltd. the court held that a third-party beneficiary could
enforce a contractual term despite not being a party to the contract. The court applied the
Contracts (Rights of Third Parties) Act 1999 to recognize the third-party beneficiary’s rights.
By adopting a similar approach, Nigeria can promote fairness, flexibility, and commercial
certainty in its contract law.

Having considered the reasons why Nigeria should adopt the Act, it is essential to examine the
counter arguments. While the Act offers several advantages, there are also valid concerns that
must be addressed. The following discussion will outline the key arguments against Nigeria
adopting the Rights of Third Parties Act 1999

One of the primary concerns about adopting the Act is that it may dilute contractual certainty.
Contractual certainty refers to the idea that contracts should be clear, concise and
unambiguous, providing parties with a clear understanding of their rights and obligations. In
Ossai v.Nigerian National Petroleum Corp. (2011), the court held that a third-party
beneficiary could enforce a contractual term, but the decision was based on language and the
parties’ intentions. This case illustrates the potential for disputes and litigation when third-party
rights are involved.

Furthermore, adopting the Act may disrupt established legal doctrines in Nigeria such as Law of
Agency. The Nigerian legal system has developed its own principles and precedents over time
and introducing a new law that deviates from these principles could create confusion and
inconsistency.

Another concern about adopting the Act is that it may not be suitable for Nigeria’s
unique socio-legal context. The UK and Nigeria have different legal systems, cultural
norms, and
economic conditions, which may affect the application and interpretation of the Act. In U.B.A.
Plc v. Ayeni (2013), the Court of Appeal held that the Nigerian courts must be mindful of the
country’s cultural norms and values when interpreting and applying laws related to contracts.
The court emphasized the importance of promoting cultural sensitivity and awareness in the
Nigerian legal system. This demonstrate the importance of considering the unique socio-legal
context of Nigeria when adopting laws from other jurisdictions.
Weighing the arguments, it’s essential to consider Nigeria’s unique socio-legal framework
and
challenges. While concerns about contractual certainty and preserving established legal
doctrines are valid, the benefits of adopting the Act outweighs the drawbacks.

In conclusion, Nigeria should adopt the Rights of Third Parties Act 1999. This would
promote fairness, flexibility and modernization in Nigerian contract law.While addressing
concerns about contractual certainty and preserving established legal doctrines, the benefits
of adopting such an Act would ultimately enhance Nigeria’s legal framework and promote
economic growth.