An Examination of Agency Law Principles and Liability in Nigerian Commercial Practice

Agency relationships permeate Nigerian commercial life, from real estate brokerage and insurance sales to trade facilitation and oil and gas contracting, yet the doctrinal application of agency law principles including authority, ratification, and undisclosed principal liability is inconsistently understood and applied in Nigerian commercial disputes. This study examines how agency law principles established through English case law and received into Nigerian law have been adapted and applied by Nigerian courts in commercial disputes from 2015 to 2023. A doctrinal analysis of 25 decided cases was combined with interviews of 20 commercial practitioners in Abuja, Lagos, and Enugu regarding agency-related disputes in their practice experience. Results indicate that the distinction between actual, apparent, and usual authority is insufficiently appreciated by lower courts, leading to unpredictable outcomes in agency-related litigation. The liability of principals for agents' fraudulent acts remains contested in the absence of express Nigerian statutory guidance. The study concludes that Nigerian agency law requires legislative codification to provide commercial certainty. Recommendations include a Commercial Agents Act modelled on the European model providing minimum protections for commercial agents, codification of agency authority principles, and mandatory agency disclosure in specific commercial sectors including insurance, real estate, and oil and gas brokerage.

Keywords: agency law, commercial agency, authority, principal liability, Nigerian commercial law