What breach of contract means
A breach is a broken promise that the law will do something about.
Somebody agreed to deliver by the fifteenth and delivered in December. Somebody agreed to pay on invoice and has gone quiet for four months. Somebody agreed not to poach your staff and hired two of them. Each of those is a breach, and each gives the injured party a claim.
Not every breach is equal though. The law separates the small stuff from the kind that destroys the point of the contract, and what you are allowed to do about it depends heavily on which one you are facing.
How it is used
In practice, the first move in a Nigerian commercial dispute is almost never a court case. It is a demand letter setting out what was agreed, what was not done, what you want, and by when.
That letter does real work. It creates a paper trail, it fixes a deadline, and it very often gets the money moving without anyone paying a lawyer to file anything. Where it fails, it becomes exhibit one in whatever comes next.
Key features
- Requires a valid contract in the first place, whether written, spoken or implied by conduct
- The failure must be of an actual obligation, not of something you merely hoped for
- Minor breaches give a right to damages, fundamental breaches also allow termination
- The injured party has a duty to mitigate, meaning to limit their own losses
- Time limits apply, so a claim left too long can die of old age
How this works in Nigeria
Nigerian contract law follows common law principles, so the usual remedy is damages meant to put you where you would have been if the contract had been performed.
Specific performance, where the court orders the other side to actually do the thing, is possible but discretionary and much rarer. Courts grant it where damages would not be adequate, which in practice mostly means land.
One practical note: many Nigerian commercial contracts contain an arbitration or dispute resolution clause. If yours does, that clause decides where the fight happens, and running to court in breach of it usually gets your case stayed.
Minor breach vs fundamental breach
A minor breach means the contract still stands. You can claim for the loss caused, but you have to keep performing your own side. A supplier delivering two days late is usually this.
A fundamental breach goes to the root of the deal. It gives you the right to treat the contract as over and still claim damages. A supplier who never delivers at all, or delivers something entirely different from what was ordered, is usually this.
Getting the classification wrong is expensive. If you walk away from a contract over a minor breach, you may have committed the fundamental breach yourself.
Limits and risks
You can only claim losses that flow naturally from the breach or that both sides could reasonably have foreseen when they signed. Losses that are too remote are not recoverable, however real they felt.
You also cannot sit back and let the damage grow. If you could reasonably have limited your loss and did not, the court will reduce what you recover by the amount you could have saved.
Worth knowing
Send the demand letter before you send the lawyer. It costs almost nothing, it often works, and if it does not, it strengthens everything that follows.
Questions people ask
What can I claim for a breach of contract in Nigeria?
Usually damages, calculated to put you in the position you would have been in had the contract been performed. In limited cases you can ask for specific performance, meaning an order that the other side actually does what they promised, though courts grant that sparingly.
Do I need a written contract to sue for breach?
No. An oral contract can be enforced, and so can one implied by how the parties behaved. It is simply much harder to prove what was agreed, which is why written terms matter.
What is a demand letter and do I need one first?
It is a formal letter setting out the breach and what you want done about it. It is not compulsory, but it is nearly always the right first step, both because it often resolves matters and because it shows a court you behaved reasonably.
How long do I have to bring a claim?
Limitation periods apply and vary by state and by the type of claim, commonly around six years for simple contracts. Waiting is risky, and evidence and witnesses fade long before the legal deadline does.
Can I terminate the contract immediately after a breach?
Only if the breach is fundamental, or if the contract itself gives you that right. Walking away over a minor breach can turn you into the party in breach, so check the termination clause before you act.
Documents that use this
Read more on this
How to Write a Demand Letter That Actually Gets You Paid (With a Template)
How to Terminate a Contract the Right Way
How to Terminate a Contract the Right Way How do you end a contract properly without creating bigger problems? Because terminating a contract is not just about walking away. If done carelessly, it can expose you to claim…