Agency Law and Principal Liability for Unauthorised Acts of Agents in Nigerian Commercial Practice

The law of agency governs the legal consequences of acts performed by agents on behalf of principals in commercial transactions, yet the boundaries of principal liability for unauthorised agent acts remain a source of commercial uncertainty in Nigeria. This study examines principal liability for unauthorised agent acts in Nigerian commercial practice, evaluating the doctrines of actual authority, apparent authority, ratification, and estoppel as applied by Nigerian courts between 2018 and 2024. Using a practitioner-focused research methodology, the study analyses 30 agency disputes decided by the Court of Appeal and commercial divisions of state High Courts, supplemented by interviews with 25 commercial lawyers in Lagos, Abuja, and Kano. The research identifies the commercial sectors in which agency authority disputes most frequently arise, including banking, real estate, and oil and gas trading, and assesses how Nigerian courts have responded to third party claims based on ostensible authority. Findings reveal that Nigerian courts have applied apparent authority doctrine inconsistently, creating commercial uncertainty for third parties dealing with agents in complex business arrangements. The study further examines how digital communications, including email and messaging platform authorisations, create new dimensions of agency authority that existing doctrine inadequately addresses. Recommendations include legislative clarification of apparent authority standards, judicial training on commercial agency law, and guidelines for digital authorisation of agents in commercial transactions. Keywords: agency law, principal liability, apparent authority, commercial practice, unauthorised acts