Developing an Original Theory of Relational Contract Law for Long-Term Commercial Relationships in Nigeria

Long-term commercial relationships in Nigeria, including infrastructure concessions, mining leases, franchise agreements, and complex service contracts, are inadequately governed by a classical contract law framework premised on discrete, arm's-length transactional exchange, generating a systematic mismatch between contractual regulation and the social and economic realities of ongoing commercial relationships. This study develops an original theory of Relational Contract Law (RCL) for long-term commercial relationships in the Nigerian context, drawing on Ian Macneil's relational contract theory, Nigerian commercial practice research, and comparative analysis of long-term contract governance in Australia, New Zealand, and South Africa. Using a pluralist theoretical methodology combining doctrinal analysis of 50 long-term contract disputes from Nigerian courts between 2012 and 2024 with ethnographic field research involving 70 commercial counsel, contract managers, and senior executives in Lagos, Abuja, and Port Harcourt, the study develops the RCL theory as a genuinely original framework for interpreting, performing, and enforcing long-term commercial agreements in Nigeria. The RCL theory advances cooperation norms, good faith performance obligations, and dynamic adjustment mechanisms as legally cognisable standards for long-term Nigerian commercial contracts. Findings reveal that the application of classical contract doctrine to relational agreements in Nigeria generates systematic inefficiency, dispute escalation, and relationship failure. Recommendations include the recognition of relational contract principles in Nigerian courts, reform of standard-form long-term procurement contracts, development of a Relational Contract Dispute Resolution Protocol, and academic integration of relational theory into Nigerian contract law education. Keywords: relational contracts, contract theory, long-term commercial relationships, good faith, Ian Macneil