15 August

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Trademark Licensing and Assignment in Nigeria

in Class Notes, Educational Articles, Exam Preparation, IP Law

Every time a Nigerian franchise partner opens a KFC or Shoprite outlet, they are operating under a trademark licence arrangement: they have been authorised by the overseas brand owner to use the registered mark in connection with their business in Nigeria, without ever owning the mark themselves. Every time a Nigerian manufacturer of branded goods is acquired by a competitor who continues to sell under the original brand name, a trademark assignment has occurred: ownership of the mark has been transferred from one legal entity to another. These are among the most commercially significant transactions in the Nigerian business landscape,...

26 July

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Remedies for Trademark Infringement in Nigeria: Injunctions, Damages and Criminal Liability

Posted by Kolawole Adebowale

in Class Notes, Exam Prep, IP Law, Study Resources

A global consumer goods company discovers that a manufacturer in Aba is producing thousands of units of a soap bar using packaging that closely imitates its registered trademark, colour scheme, and brand name. The infringing goods are already moving through distribution channels toward retailers across the south-east. If the company waits for a full trial before seeking relief, the market damage will be done and largely irreversible. If it goes to court immediately, it can try to stop the infringement before most of the damage occurs. And if criminal prosecution is also available, it may be possible to deter future...

26 July

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Passing Off in Nigeria: The Unregistered Mark’s Protection and the Jurisdiction Controversy

Posted by Kolawole Adebowale

in Class Notes, Exam Preparation, IP Law, Study Resources

A small-batch pepper sauce producer in Port Harcourt spends four years building a loyal customer base around her brand's distinctive green-and-white label with the handwritten-style logo. She has never registered the mark. A distributor in Warri begins selling a similar product using almost identical packaging in the same markets, trading on the reputation she has built. She has no registered trademark to sue on. Does she have any legal remedy? The answer is yes, through the common law action for passing off, one of the oldest forms of intellectual property protection in the common law world and one that exists entirely...

09 July

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How to Register a Trademark in Nigeria: Parts A and B of the Register

Posted by Kolawole Adebowale

in Class Notes, Educational Articles, IP Law, Study Resources

Imagine you have spent three years building a small pepper sauce brand in Port Harcourt. Your distinctive label, your invented brand name, and the loyal customer base you have cultivated across the Niger Delta represent real commercial value. One morning you discover that a Lagos distributor has started selling a very similar product under a nearly identical name, and is already advertising it to retailers. You want to sue. Then your lawyer asks the single most important procedural question in Nigerian trademark law: is your mark registered? If the answer is no, section 3 of the Trade Marks Act immediately closes...

21 May

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The Nigerian Land Tenure System: Customary Law and Landholding Principles

Posted by Kolawole Adebowale

in Class Notes, Exam Preparation, Land Law, Study Resources

Land is not simply property in Nigeria. It is identity, history, and inheritance compressed into soil. A family's land tells the story of where they came from, who they are, and what they owe to those who came before and those yet to be born. That understanding shapes everything about how Nigerians have historically related to land, and it explains why no attempt to impose a single, uniform system of land law has ever fully succeeded. Nigeria's land tenure system today is the product of three legal traditions operating simultaneously and imperfectly alongside each other: indigenous customary law, colonial statutory interventions...

10 May

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Edokpolo & Co. Ltd v. Sem-Edo Wire Industries Ltd & Ors. (1984) 7 S.C. 119; (1984) N.S.C.C. 553 — Supreme Court of Nigeria, 12 July 1984

Posted by Kolawole Adebowale

in Case Analysis, Company Law, Landmark Judgments, Study Resources

Area of Law: Company Law — Pre-Incorporation Contracts; Ratification; Corporate Personality; CAMA Every Nigerian corporate law course places this case at the centre of its pre-incorporation contracts lecture. The principle extracted from it, that a company is not bound by contracts made on its behalf before it existed, and cannot ratify them after, is stated as settled authority in textbooks, lecture notes, and examination answers. What nobody in that tradition stops to examine is Bello JSC's concurring judgment. Bello JSC agreed with the outcome. He did not agree with how the majority got there. His position, that the case should not have...

04 May

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Carlill v Carbolic Smoke Ball Co [1893]: The Company That Won by Losing

Posted by Kolawole Adebowale

in Case Analysis, Landmark Judgments, Study Resources

Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256, Court of Appeal (England and Wales) Area of Law: Contract Law — Formation, Unilateral Offer, Acceptance by Performance, Consideration There is something almost comic about the Carbolic Smoke Ball Company. They lost the case. Badly. Unanimously. Three judges, not one dissent, zero sympathy. And yet, within weeks of the Court of Appeal's decision, their managing director Frederick Roe placed a new advertisement in the Illustrated London News, reframed the entire defeat as proof that the product worked, and the company continued trading. The men were rogues — Lindley LJ himself implied...

01 May

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How to Acquire Membership of a Company in Nigeria and Who Qualifies

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Educational Articles, Exam Preparation, Study Resources

In Nigerian company law, being a shareholder and being a member of a company are not the same thing. A person may hold shares in a company without yet being its member. A member may cease to hold shares and yet remain on the register. The distinction, which Nigerian courts have consistently maintained, is not a technicality. It determines who may vote at general meetings, who may enforce the articles as a statutory contract, who bears liability in a winding up, and whose name appears on the document that constitutes the ultimate proof of membership: the register of members. This article...

01 May

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Articles of Association in Company Law: Functions, Contents, and Effect

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Exam Preparation, Study Resources

If the memorandum of association is the company's external face, the articles of association are its internal soul. The memorandum tells the world what the company is called, where it is based, and what it is authorised to do. The articles tell the company itself how to do it: how meetings are called and conducted, how directors are appointed and removed, how shares are transferred, how dividends are declared, and how disputes between members are resolved. Every incorporated company in Nigeria must have articles of association, and the rules they contain govern the day-to-day operational and governance life of the...

29 April

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The Memorandum of Association in Nigerian Company Law: Content, Purpose, and Legal Effect

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Exam Preparation, Study Resources

There is a well-known description of the memorandum of association as the company's charter, the document that defines its relationship with the outside world. While the articles of association govern the company's internal affairs, the memorandum announces to the world what the company is, what it is authorised to do, and the conditions under which its members have agreed to associate. Every company incorporated in Nigeria must have a memorandum. Without it, registration is impossible. With it, the company acquires its name, its identity, its objects, and the framework within which it will operate for the entirety of its existence. Understanding...

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