Advice for the laymen
In a hot Nigerian Court in the afternoon of 1974, tensions were brewing between rising Afrobeats sensation, King Sunny Ade and his boss, Chief Bolarinwa Abioro, the Chairman of African Songs Limited. The reason for the legal blood bath was simple. Sunny Ade wanted creative control over his intellectual property but his boss wouldn’t agree. Per contractual agreement, African Songs Limited owned the creative rights to most of his works, courtesy of a contract he had signed at the beginning of his career as a creative.
Sunny Ade is a replica of many of us when it comes to signing contracts-eager, over-excited and careless of the terms and conditions of the agreement that we are signing. Don’t give me the bombastic side-eye! You’re as guilty of negligence as he is! You mindlessly hitting the, “accept all” button on the informative pop-up on the webpage you visited last night is exactly what I’m talking about!
Contracts come in many forms and they surround us in everyday life. They need not be formal to be regarded as contracts. A contract is basically an agreement between two or more people who have specific obligations with potential legal consequences. The distinct elements of a contract are offer, acceptance, intention to create legal obligations and a worthy promise or a consideration.
Seeing the ubiquity of such agreements, it is prudent for each and everyone to be abreast with basic contract terms in order not to fall into the same dilemma as our main character.
The first contract term I’d like to introduce is the authorized signatory. A well-drafted contract should include a clause that mentions an authorized signatory or a person who represents the legal authority to a contract. They usually have their names under the signature line of contracts. It is important to be certain that the signatory to the contract is authorized to sign the contract. Failure to certify the authenticity of your authorized signatory will nullify the agreement.
Every working society is prone to risk factors and somebody has to be responsible for them. This is where Indemnification clauses come to play . The sole purpose of this clause is to allocate and mitigate risks. It defines who is responsible for a specific risk should any mishap be incurred.
Non-Violation clauses uphold the rights of third parties. These bring contractual agreements between organizations and third parties. They ensure that the rights of third parties are not violated in the execution of the contractual agreement.
The Dispute Resolution Clause in a contract is also not to be ignored. This clause states the procedure for resolving conflicts in the event of their occurrence. Certainly, not all disputes will require litigation. Some will require the expertise of a mediator or an arbitrator. This is a more affordable way of settling disputes without unnecessary court drama and the incursions of legal fees.
To round up the talk on contract terms is the Force Majeure clause. This clause provides a special exemption from the fulfillment of contractual obligations in times of uncertainty. It is not your fault when you are hit by a stroke of bad luck and fortunately for you, there’s a legal excuse not to uphold your contractual obligations in such an instance.
It is important to take the necessary precautions when entering into a contractual agreement to prevent unnecessary litigation or malignance. Many footballers, musicians and artist in the throes of their stardom mindlessly sign away their rights to their employers because they ignored one or many of these simple terms. Ignorance of the law, unfortunately, has not had its excuse yet so if you find yourself in such a distressing situation, I could only wish you well.
It is important to seek the service of a competent council when entering into contractual agreements because their eyes have been trained to see the devil in the fine print. Dear influencer/ superstar/ entrepreneur…..put the pen down, go get a lawyer and allow him to sieve through the details. It’s better to be legally safe than sorry.
Ewura Nadumi is a Second-Level Bachelor of Laws (LLB) Degree student at the Ghana Institute of Management and Public Administration. Her interests include Graphic Design, Intellectual property Law and Real Estate Law. She does enjoy other points of the law as well.
Good write up…keep it up