An Examination of the Law of Contract and Its Application to Electronic Contracts in Nigeria

Electronic contracts, formed through online platforms, electronic mail, and mobile applications, represent a rapidly growing category of commercial agreements in Nigeria, yet their formation, validity, and enforceability under Nigerian contract law and the Cybercrimes Prohibition Act remain contested in practice and inadequately addressed in academic literature. This study examines the application of classical offer and acceptance principles, the Electronic Transactions Act, and the Cybercrimes Act to electronically formed contracts, with particular reference to consumer and business-to-business digital agreements entered into through Nigerian platforms. A doctrinal approach analysing decided cases, draft Electronic Transactions legislation, and comparative frameworks was combined with practitioner interviews in Lagos. Results indicate that offer and acceptance principles apply to electronic contracts with adaptation for asynchronous digital communication, but the time and place of contract formation remain uncertain for some electronic transaction types. Digital signatures lack a comprehensive legal recognition framework, creating commercial risk for parties to high-value electronic transactions. The study concludes that Nigeria requires a standalone Electronic Contracts and Transactions Act that specifically addresses formation rules, signature standards, digital record keeping, and limitation of liability clauses in standard form electronic contracts. Recommendations align with UNCITRAL Model Law standards and incorporate mechanisms to protect economically weaker online contracting parties.

Keywords: electronic contracts, contract formation, Cybercrimes Act, digital signatures, Nigerian contract law