Interview
I Still Have Faith In PDP – Sen. Ibrahim Mantu
In the face of stories making the rounds that some top
Peoples Democratic Party, PDP, notches may be heading
for other parties, former Deputy President of the Senate,
Ibrahim Mantu, says his fortunes are better guaranteed
in the now opposition PDP, despite the challenges being
faced by the party. He spoke exclusively to nationalTRAIL’s
Jonathan Ipaa in Abuja
Distinguished
Senator, what
is the motive
behind this
political
summit in the first place?
Well, I am a politician
who has benefitted from
democracy, and all its
processes in recent time,
and I would love to bequeath
its dividends to the next
generation in a way that
providence will remember
me. Like other politicians of
my contemporaries, I wish
to be counted among those
who contribute towards the
strengthening of stronger
democratic institutions to
the next generation, so that
even the unborn, so that
what we will have on ground
in Nigeria will be in line
with what its obtainable in
the advanced nations like;
the United States, United
Kingdom, France, etc.
To answer your question,
the ideal behind the summit
therefore, is to strengthen
our democracy, make
it functional, stronger,
transparent and accountable
to the people including;
you the press. We want to
bequeath a democracy that
in the hands of the people
through their truly elected
leaders, and strengthen its
institutions for the next
generation.
As you are aware, the
annual national political
summit was declared
open by the President and
Commander In Chief,
President Muhammadu
Buhari, who was represented
by his vice, Prof. Yemi
Osibanjo, in attendance were
also the Senate President,
Senator Bukola Sarki, the
Speaker of the House of
Representatives, Rt Hon.
Yakubu Dogara, who also
presented key note addresses.
This summit is our
own modest contribution
to the effort of other key
stakeholders in strengthening
our democracy. You can see
that it attracted so many
dignitaries, both local and
international across political
party leanings. The former
Interim Leader of Liberian
government, Prof. Amos
Sawyer, the Mayor of New
York, Nigerian top officials,
organised labour, civil
society groups, the media,
every stakeholder, and you.
Who is actually sponsoring
this summit, and how much
does it cost the taxpayer?
We members, participants
all put our naira and kobo to
hold the summit. The Save
Nigeria Group, Africa, is
the platform, and if you can
recall, it is a well known body
accepted by the democratic
world, and Nigeria recognises
it. This is the platform under
which we came here, and not
the taxpayers’ money.
So it is not true that the
APC government is behind
this summit?
Not correct, I am not
aware of any, because we
are all involved. I am of the
opposition PDP, Ghali Na’aba
is a board member of the
ruling APC, we have Mrs
Josephine Anenih, Senator
Hangar, Senator Adeyeye,
ex ministers, lawmakers, the
organised labour, the civil
society, and the mass media,
etc.
But for those familiar with
your style of politics; Mantu
may be on his way to the
APC: What about this hot
story that the whole summit
is aim at providing a platform
for you to defect to the APC
like your contemporaries?
Kai! That is the Nigerian
press for you!! God forbid!
That is not why we are
here my brother; I have
no reason to leave PDP as
being speculated, if at all and
don’t forget, this summit as
I said earlier, is not about
PDP or APC. It’s about the
strengthening of democracy
in Nigeria. You know we
are the giant of Africa, and
most of the countries in
sub Sahara, look unto us for
example, so we have to get it
right for them to follow.
As for your question, I am
a strong member of the PDP,
and like other stakeholders
you see here, we have like
minds, but defection is not
the issue on our table as far
as the summit is concern.
How can I defect from a
party that made me, and for
what reason? Why would
anyone think I would leave
PDP for who and why?
May be for the fear of
being probed and witch hunt
like the fears of most PDP
leaders who have said, Is
it not safer to join the APC
and avert being chased like
some of your colleagues in
the opposition camp under
whatever guise?
I don’t know. I have not
given it a thought yet. I have
no further comment on this
please. Let me tell you, I am
still in PDP, and I have no
reason, or plan to defect to
any political party.
Rather than raise
imaginary questions outside
this summit, let’s dwell much
of this session on some of our
declaration and the frame
work of action for strategic
partnership and corporation
of stakeholders for political
development in Nigeria
which is what I am here for.
Okay, what was the
agenda like, and how will it
benefit the common man on
the street?
We, the stakeholders in
Nigeria’s electoral democracy
comprising leaders, political
parties, elders statesmen, civil
societies and representatives
of the entire spectrum of
Nigerian society, assembled
in Abuja for the inaugural
national political summit
on the theme 2015 General
Elections: Consolidating
the Gains and Building
Positive political culture
for sustenance democracy
in Nigeria organised by the
Save Democracy Group
Africa and other partnering
organisations, are convinced
that the positive attributes
of Nigeria’s 2015 elections
including peaceful conduct
acceptance of defeat by an
incumbent president, the
alternation of power at
the national level, and the
sustenance fight against
insurgency demonstrate
Nigeria’s leadership role in
democratic governance,
and the entrenchment of
democratic cultures and
values in the West African
sub region.
We underscored the
disturbing reality of politics
of attrition and the inability
of politicians including
us here, to overcome the
bitterness of elections and
rise over partisan divide to
promote national unity and
coherence.
It is disturbing and
alarming that insurgency
has continue to threaten
our unity and stability in
spite our continue resolve
for peace and unity. We have
noted with great concern that
outstanding issues of under
representation by the youth,
women groups and the
vulnerable in governance, are
still key, and these are some
of the areas we debated at this
summit.
How are we sure that the
outcome of this summit
would not go the same way
many others have gone, and
What is the political will, for
instance; this declaration
will it get the National
Assembly backpacking?
Don’t forget that I was a
Deputy Senate President
and Ghali Na’aba was the
Speaker of the House of
Representatives. We still
enjoy respect, and if possible
patronage of the lawmakers.
We are still working together,
and I can tell you, the
outcome won’t be the same. It
would receive the light of the
legislators and the executive
as far as good governance is
concern.
We noted with great
concern that outstanding
issues in the reform of the
electoral process as contained
in the report of the Justice
Uwais Electoral Reform
Committee, and the relevant
recommendations of the
2014 National Conference
are yet to be incorporated
into the Amendment of
the Constitution and the
Electoral Act 2010 (as
amended), and we are
praying that the ongoing
Constitution Review process
by the National Assembly will
ensure its logical passage.
But you were the head of
that committee during your
days. What caused the delay
up to this time?
Well, its dynamics and
priority is tie to the demands
of the government of the day.
For instance, the demand
for states creation, resource
control, increase in elective
and appointive positions for
women, etc, keep growing
in every government, and
this democracy, you can’t
stop interest groups from
agitating for their rights.
We are persuaded that
the civil societies are
representatives of the
people, and communities
have important role to play
in the promotion of the
democratic process which
include election observation
and transparent use and
management of public
resources.
What are the parameters
for attaining all these
set goals, are you sure
Muhammadu Buhari led
APC government will key
into this PDP dominated
political summit agenda?
Well, it’s not about
individuals, it is about
Nigeria and democratic
institutions. The
inadequacies of the Nigerian
educational system which
cannot empower the youth
to engage in self employment
through entrepreneurial and
technical skills in addition
to the minimal role in the
politics and decision making
positions have constrained
opportunities for all round
development of the youth
population.
We like any other citizen
are dissatisfied that the
absence of common values,
uniform standards and
code of conduct for elected
local government officials
have continued to diminish
the performance of local
governance across the nation,
as well as their funding, etc.
It is dismaying by the
continuous delay in the
dispensation of justice and
inconsistencies in their
judgments among others,
and we all frowned at the
incessant use of caretaker
committee by state governors
to govern the affairs of the
grassroots governments.
But the cry has been
narrowed to your party the
PDP for those 16 wasteful
years. Do you share this
blame at the summit?
Gone are the days of
campaigns and sentiments,
we must move forward and
strengthen our institutions.
We challenge stakeholders
across board to make
concerted efforts to revert
to the positive ideals of its
founders which include the
fight against corruption, in
fact, a corrupt free democratic
system in which leaders and
citizens commit themselves
to the values and cultures of
democracy such as free, fair
and credible election, strong
and internal political parties
with respect for internal
democracy and transparent
use of state resources for the
development and welfare of
citizens.
What were the resolves
and the goodwill expected?
The summit under the Save
Democracy Group, Africa,
Nigerian chapter, has agreed
to strengthen the legislature
as the pillar of democratic
governance to enable it
continue to play its role of
checkmating the excesses
of the executive branch,
protecting constitutional
limits of terms of office,
passage of high impact
legislation, and carry out
investigations that expose
corruption and strengthen
institutions and mechanism
for public accountability.
The summit tasked
stakeholders of the political
class, and the political
leadership to eschew
politics of bitterness that
characterises elections, and
work in harmony with other
stakeholders to strengthen
the bonds of national unity
and focus on national interest.
The conference called on the
legislative arm of government
at all levels to urgently carry
out the amendment of
relevant sections of the 1999
Constitution (as Amended)
and the Electoral Act to
improve the electoral process.
The stakeholders demand
that the government must
end the culture of impunity,
tyranny, witch hunt, and
observe the basic tenets of the
rule of law in the concerted
war on corruption and
ensure that monies recovered
by courts of appropriate
jurisdictions are used for the
development and welfare of
Nigerian citizens.
We also charged the
federal government, and
those at the states and
local levels to undertake
a comprehensive reform
of the nation’s educational
curriculum to make
Nigerian youth employable,
and accommodate
entrepreneurial training and
skill acquisition to reduce
dependencies on white collar
employment as it is today.
Save Democracy Group
is calling on the judiciary
to recognise the import of
the Maxim, Justice delayed
is justice denied, and the
need for consistency in their
judgments.
We affirm that Save
Democracy Group, Africa
be made a platform for the
operationalisation of the
resolutions of the Abuja
Peace Accord.
What is the framework for
achieving this?
The framework of action
for strategic partnership and
corporation of stakeholders
for political development
in Nigeria detailed the
responsibilities of individual
stakeholders towards the
realisation of the declaration.
Where we are now, where we
want to be, and how to get there
from here, the benchmarks
that will help mobilise for
effective monitoring and
oversight necessary for
factual assessment when we
return for the 2017 edition of
our summit
Interview
From Commercial Practice in France to Comparative Contract Law Scholarship in the United States: A Conversation with Folake Atchade
1. Can you tell us about your professional journey and what brought you to legal academia in the United States?
My professional path has spanned different legal systems and dimensions of legal practice. I received my initial legal education in France and began my career in commercial practice, spending nearly five years as in-house counsel for a financial institution. My work involved negotiating and drafting commercial financing agreements and advising on contractual and transactional matters.
After moving to the United States, I earned an LL.M. from Boston University School of Law. I later returned to Boston University School of Law as a Visiting Assistant Professor, where I taught Contract Drafting and served as a guest lecturer in Negotiation. I was admitted to practice in New York and Massachusetts.
That combination of transactional practice, dual legal training, and teaching ultimately shaped my scholarly interests. I became particularly interested in how legal systems allocate contractual risk and how differences in legal doctrine affect parties when circumstances change dramatically after a contract is formed.
2. What is the central focus of your scholarship?
My research primarily focuses on contract law, comparative contract law, and the allocation of contractual risk in the context of extraordinary events.
One question that particularly interests me is what happens when circumstances change fundamentally after the parties agree. The COVID-19 pandemic illustrated the practical importance of that question. Businesses suddenly faced government shutdowns, supply-chain disruptions, labor shortages, and other circumstances that made contractual performance impossible or substantially more difficult.
My scholarship examines how American contract law responds to those situations and allocates risks, and compares that response with the French legal framework, particularly the codified doctrine of force majeure.
More broadly, I am interested in how contract law can preserve commercial predictability and freedom of contract while providing sufficiently clear rules for circumstances that parties cannot reasonably anticipate or control.
3. Why compare French and American contract law?
Comparative law provides a unique opportunity to question assumptions that can become almost invisible when we study only one legal system.
France and the United States offer a particularly interesting comparison because they approach contract law from different legal traditions. French law provides a statutory definition of force majeure in Article 1218 of the Civil Code. In contrast, American law addresses similar problems through a combination of contract language and common-law doctrines such as impossibility and impracticability.
I am not interested in arguing that one legal system should copy the other. Rather, comparison allows us to identify the advantages and limitations of each approach and ask whether particular features could improve predictability, risk allocation, and judicial administration in another system.
4. Why is force majeure still important now that the COVID-19 emergency has passed?
Because COVID-19 exposed a much broader contractual problem.
The next systemic disruption need not be another pandemic. Businesses increasingly operate in an environment affected by geopolitical conflict, natural disasters, supply chain disruptions, government restrictions, technological disruptions, and other events that can interfere with contractual performance.
The fundamental legal question remains the same: Who should bear the risk when an extraordinary event disrupts performance?
That question has consequences not only for litigation after a crisis occurs, but also for how lawyers draft contracts beforehand. Clearer legal rules can affect bargaining, pricing, insurance, contractual drafting, and ultimately transaction costs.
5. Recent tariff changes imposed by the United States have created uncertainty for businesses operating under existing contracts. How does that connect with your research on force majeure and contractual risk?
Tariffs illustrate the broader problem at the center of my research: how contract law allocates the risk of extraordinary changes after parties agree.
Imagine a business that enters into a long-term supply contract at a fixed price and subsequently faces a substantial new tariff on an essential imported component. Performance may still be possible, but the transaction’s economics may change dramatically. That raises an important question: who should bear that additional cost?
The answer may depend first on the contract itself, whether the parties addressed tariffs, changes in law, price adjustments, or governmental actions. But when the agreement does not clearly allocate that risk, the uncertainty exposes the importance of the background legal rules.
That is where tariffs connect directly with my research. I am interested in whether contract law provides sufficiently predictable rules for allocating extraordinary risks while still respecting the parties’ freedom to allocate those risks differently through their agreements.
6. Can a new tariff implemented by the United States constitute force majeure, and might French and American law approach that problem differently?
A new tariff does not automatically constitute force majeure. That distinction matters because an event that makes performance significantly more expensive (usually characterized as hardship) is not the same as an event that prevents performance (impossibility of performance).
Under American law, much depends on the contract language and the governing law. A court may examine whether the force majeure clause encompasses governmental action or changes in law, whether the parties allocated tariff risk elsewhere in the agreement, and whether doctrines such as impossibility or impracticability are potentially relevant.
French law offers an interesting comparison because Article 1218 of the Civil Code codifies force majeure, while Article 1195 separately addresses imprévision, or changed circumstances, where an unforeseeable change makes performance excessively onerous for a party that did not accept that risk. A tariff that primarily changes the economic burden of performance therefore raises an especially interesting question about the distinction between force majeure and hardship. In addition, absent a provision allocating this risk in the agreement, French law does not recognize an event as force majeure if it was foreseeable at the time of contracting because it had previously occurred.
Comparing the two systems does not necessarily tell us that one approach is superior. Instead, it helps illuminate a broader question at the center of my scholarship: whether clearer distinctions among force majeure, impossibility, impracticability, and hardship could improve predictability in American contract law while preserving freedom of contract.
7. What have you identified as one of the difficulties with the American approach?
One difficulty is fragmentation.
American law lacks a single, comprehensive statutory force majeure doctrine applicable to contracts generally. Parties often depend heavily on the language of their agreements and overlapping doctrines such as impossibility, impracticability, and frustration of purpose. Although the doctrine of impossibility serves as the functional equivalent of force majeure in American law, its relationship with contractual force majeure clauses, commercial impracticability, and frustration of purpose has become increasingly blurred. The result is a body of law characterized by inconsistent judicial reasoning and diminished predictability.
My research paper proposes not adopting an entirely new doctrine, but codifying an existing one. Codification would provide a uniform legal framework that defines force majeure, clarifies its relationship with existing doctrines, and establishes consistent standards for its application.
8. Does that mean you believe the United States should adopt the French model?
No. Comparative scholarship is most useful when it avoids that type of assumption.
French law has its own complexities and limitations. The important question is not whether French law is categorically “better,” but what the American system can learn from another mature legal system that has made different institutional choices.
For example, codification can increase accessibility and provide a common doctrinal starting point. At the same time, excessive rigidity may prevent courts from responding appropriately to unusual circumstances.
The challenge is finding the appropriate balance among predictability, flexibility, freedom of contract, transaction costs, and judicial administrability.
9. How did your experience as in-house counsel influence this research?
It profoundly influenced the questions I ask.
As in-house counsel, I saw contracts as more than abstract legal documents. They allocated real economic risks between businesses. Negotiating financing arrangements required thinking prospectively about what could go wrong, which party should bear which risks, and how to reflect that allocation in the contractual language.
That experience continues to influence my scholarship. When I examine a doctrine, I am interested not only in what courts say after a dispute has occurred but also in how the rule affects lawyers and businesses when they structure transactions before a dispute exists.
10. How does your scholarship influence your teaching?
I see teaching, scholarship, and practice as closely connected.
When co-teaching Contract Drafting, I want students to understand that drafting is not simply about producing elegant language. A transactional lawyer must identify risks, determine how to allocate those risks, understand the client’s objectives, anticipate potential disputes, and translate those decisions into precise contractual provisions.
My comparative background also allows me to encourage students to question why a particular legal rule exists rather than memorize it. Looking at another legal system can reveal that rules we sometimes regard as inevitable are, in fact, policy and institutional choices.
11. What does your international background contribute to your work as a scholar?
It allows me to move between legal traditions and understand legal problems from multiple institutional perspectives.
Having studied and worked within a civil-law environment before developing my academic and professional career in the United States, I have experienced firsthand how lawyers trained in different systems conceptualize similar contractual problems differently.
That perspective is particularly valuable in commercial law because modern transactions are often cross-border. Lawyers need to understand not only the law governing a transaction but also how counterparties from different legal traditions may approach concepts such as contractual interpretation, good faith, hardship, and force majeure.
12. What do you hope your scholarship will contribute to American contract law?
I hope it contributes to a broader discussion about how American contract law should respond to systemic disruption.
Rather than treating extraordinary events as isolated anomalies, I think contract scholars and practitioners should consider how legal rules influence risk allocation before, during, and after major disruptions.
My objective is to examine whether aspects of comparative law can help develop rules that provide greater predictability while preserving contractual autonomy and appropriate flexibility.
Ultimately, good contract law should help parties understand the consequences of their agreements before disputes arise, not merely give courts tools to resolve disputes afterward.
13. What are the broader implications of this research for businesses and practicing lawyers?
The implications are quite practical.
When the law is uncertain, lawyers may respond by drafting increasingly detailed provisions to address potential contingencies. That can increase transaction costs, and even very sophisticated contracts cannot anticipate every possible event.
Conversely, clear default rules can provide a background against which parties negotiate. Parties who prefer a different allocation of risk can still contract around appropriate default rules where the law permits.
That is why questions about force majeure and contractual risk are not merely theoretical. They affect contract drafting, negotiation strategy, pricing, litigation risk, and commercial planning.
14. Where do you see your research developing next?
My broader research agenda examines how contract law allocates risk in increasingly complex and standardized commercial environments.
Force majeure provides one important entry point, but similar questions arise with boilerplate provisions, standardized agreements, technological contracting, and potentially AI-assisted contract formation and drafting.
I am interested in examining how contract law can maintain predictability and freedom of contract while responding to changes in the way agreements are negotiated, drafted, and performed.
15. What perspective does your combination of transactional practice and comparative legal training bring to American contract-law scholarship?
I hope to contribute a perspective that combines comparative scholarship, transactional experience, and practical legal education.
My professional experience taught me how contractual rules operate inside actual commercial relationships. My comparative background allows me to examine those rules across legal systems. Teaching also lets me translate both perspectives for the next generation of lawyers.
I see those dimensions as mutually reinforcing. Scholarship can identify problems in doctrine; practice can reveal their real-world consequences; and teaching can prepare lawyers to address those problems more effectively.
16. How has your scholarship and work in contract law been recognized within the academic and legal communities?
My scholarship has increasingly created opportunities for engagement and recognition within academic and legal communities. I presented my research on comparative contract law and force majeure at academic conferences, where I discussed the work with scholars in the field, and my article examining the French and American approaches to force majeure has been accepted for publication in the South Carolina Journal of International Law & Business.
My work has also extended into legal education. At Boston University School of Law, I co-taught Contract Drafting and was invited to contribute as a guest lecturer in Negotiation, bringing my transactional experience and comparative perspective into the classroom.
As I continue developing this research agenda, I hope to deepen that engagement through publication, scholarly exchange, and continued participation in academic and professional legal communities.
Interview
From Commercial Practice to Comparative Contract Law Scholarship: A Conversation with Folake Atchade
- Can you tell us about your professional journey and what brought you to legal academia in the United States?
My professional path has spanned different legal systems and dimensions of legal practice. I received my initial legal education in France and began my career in commercial practice, spending nearly five years as in-house counsel for a financial institution. My work involved negotiating and drafting commercial financing agreements and advising on contractual and transactional matters.
After moving to the United States, I earned an LL.M. from Boston University School of Law. I later returned to Boston University School of Law as a Visiting Assistant Professor, where I taught Contract Drafting and served as a guest lecturer in Negotiation, and I was admitted to practice in New York and Massachusetts.
That combination of transactional practice, dual legal training, and teaching ultimately shaped my scholarly interests. I became particularly interested in how legal systems allocate contractual risk and how differences in legal doctrine affect parties when circumstances change dramatically after a contract is formed. - What is the central focus of your scholarship?
My research primarily focuses on contract law, comparative contract law, and the allocation of contractual risk in the context of extraordinary events.
One question that particularly interests me is what happens when circumstances change fundamentally after the parties enter into an agreement. The COVID-19 pandemic illustrated the practical importance of that question. Businesses suddenly faced government shutdowns, supply-chain disruptions, labor shortages, and other circumstances that made contractual performance impossible or substantially more difficult.
My scholarship examines how American contract law responds to those situations and allocates risks, and compares that response with the French legal framework, particularly the codified doctrine of force majeure.
More broadly, I am interested in how contract law can preserve commercial predictability and freedom of contract while providing sufficiently clear rules for circumstances that parties cannot reasonably anticipate or control. - Why compare French and American contract law?
Comparative law provides an opportunity to question assumptions that can become almost invisible when we study only one legal system.
France and the United States offer a particularly interesting comparison because they approach contract law from different legal traditions. French law provides a statutory definition of force majeure in Article 1218 of the Civil Code, whereas American law addresses similar problems through a combination of contract language and common-law doctrines such as impossibility and impracticability.
I am not interested in arguing that one legal system should simply copy the other. Rather, comparison allows us to identify the advantages and limitations of each approach and ask whether particular features could improve predictability, risk allocation, and judicial administration in another system. - Why is force majeure still important now that the COVID-19 emergency has passed?
Because COVID-19 exposed a much broader contractual problem.
The next systemic disruption need not be another pandemic. Businesses increasingly operate in an environment affected by geopolitical conflict, natural disasters, supply chain disruptions, government restrictions, technological disruptions, and other events that can interfere with contractual performance.
The fundamental legal question remains the same: Who should bear the risk when an extraordinary event disrupts performance?
That question has consequences not only for litigation after a crisis occurs, but also for how lawyers draft contracts beforehand. Clearer legal rules can affect bargaining, pricing, insurance, contractual drafting, and ultimately transaction costs. - Recent tariff changes have created uncertainty for businesses operating under existing contracts. How does that connect with your research on force majeure and contractual risk?
Tariffs illustrate the broader problem at the center of my research: how contract law allocates the risk of extraordinary changes after parties enter into an agreement.
Imagine a business that enters into a long-term supply contract at a fixed price and subsequently faces a substantial new tariff on an essential imported component. Performance may still be possible, but the transaction’s economics may change dramatically. That raises an important question: who should bear that additional cost?
The answer may depend first on the contract itself, whether the parties addressed tariffs, changes in law, price adjustments, or governmental actions. But when the agreement does not clearly allocate that risk, the uncertainty exposes the importance of the background legal rules.
That is where tariffs connect directly with my research. I am interested in whether contract law provides sufficiently predictable rules for allocating extraordinary risks while still respecting the parties’ freedom to allocate those risks differently through their agreements. - Can a new tariff constitute force majeure, and might French and American law approach that problem differently?
A new tariff does not automatically constitute force majeure. That distinction matters because an event that makes performance significantly more expensive (usually characterized as hardship) is not the same as an event that prevents performance (impossibility of performance).
Under American law, much depends on the contract language and the governing law. A court may examine whether the force majeure clause encompasses governmental action or changes in law, whether the parties allocated tariff risk elsewhere in the agreement, and whether doctrines such as impossibility or impracticability are potentially relevant.
French law offers an interesting comparison because Article 1218 of the Civil Code codifies force majeure, while Article 1195 separately addresses imprévision, or changed circumstances, where an unforeseeable change makes performance excessively onerous for a party that did not accept that risk. A tariff that primarily changes the economic burden of performance therefore raises an especially interesting question about the distinction between force majeure and hardship. In addition, absent a provision allocating this risk in the agreement, French law does not recognize an event as force majeure if it was foreseeable at the time of contracting because it had previously occurred.
Comparing the two systems does not necessarily tell us that one approach is superior. Instead, it helps illuminate a broader question at the center of my scholarship: whether clearer distinctions among force majeure, impossibility, impracticability, and hardship could improve predictability in American contract law while preserving freedom of contract. - What have you identified as one of the difficulties with the American approach?
One difficulty is fragmentation.
American law lacks a single, comprehensive statutory force majeure doctrine applicable to contracts generally. Parties often depend heavily on the language of their agreements and overlapping doctrines such as impossibility, impracticability, and frustration of purpose. Although the doctrine of impossibility serves as the functional equivalent of force majeure in American law, its relationship with contractual force majeure clauses, commercial impracticability, and frustration of purpose has become increasingly blurred. The result is a body of law characterized by inconsistent judicial reasoning and diminished predictability.
The solution proposed in my research paper is not to adopt an entirely new doctrine but to codify an existing one. Codification would provide a uniform legal framework that defines force majeure, clarifies its relationship with existing doctrines, and establishes consistent standards for its application. - Does that mean you believe the United States should simply adopt the French model?
No. Comparative scholarship is most useful when it avoids that type of assumption.
French law has its own complexities and limitations. The important question is not whether French law is categorically “better,” but what the American system can learn from another mature legal system that has made different institutional choices.
For example, codification can increase accessibility and provide a common doctrinal starting point. At the same time, excessive rigidity may prevent courts from responding appropriately to unusual circumstances.
The challenge is finding the appropriate balance among predictability, flexibility, freedom of contract, transaction costs, and judicial administrability. - How did your experience as in-house counsel influence this research?
It profoundly influenced the questions I ask.
As in-house counsel, I saw contracts as more than abstract legal documents. They allocated real economic risks between businesses. Negotiating financing arrangements required thinking prospectively about what could go wrong, which party should bear which risks, and how to reflect that allocation in the contractual language.
That experience continues to influence my scholarship. When I examine a doctrine, I am interested not only in what courts say after a dispute has occurred but also in how the rule affects lawyers and businesses when they structure transactions before a dispute exists. - How does your scholarship influence your teaching?
I see teaching, scholarship, and practice as closely connected.
When co-teaching Contract Drafting, I want students to understand that drafting is not simply about producing elegant language. A transactional lawyer must identify risks, determine how to allocate those risks, understand the client’s objectives, anticipate potential disputes, and translate those decisions into precise contractual provisions.
My comparative background also allows me to encourage students to question why a particular legal rule exists rather than simply memorize it. Looking at another legal system can reveal that rules we sometimes regard as inevitable are, in fact, policy and institutional choices. - What does your international background contribute to your work as a scholar?
It allows me to move between legal traditions and understand legal problems from multiple institutional perspectives.
Having studied and worked within a civil-law environment before developing my academic and professional career in the United States, I have experienced firsthand how lawyers trained in different systems conceptualize similar contractual problems differently.
That perspective is particularly valuable in commercial law because modern transactions are often cross-border. Lawyers need to understand not only the law governing a transaction but also how counterparties from different legal traditions may approach concepts such as contractual interpretation, good faith, hardship, and force majeure. - What do you hope your scholarship will contribute to American contract law?
I hope it contributes to a broader discussion about how American contract law should respond to systemic disruption.
Rather than treating extraordinary events as isolated anomalies, I think contract scholars and practitioners should consider how legal rules influence risk allocation before, during, and after major disruptions.
My objective is to examine whether aspects of comparative law can help develop rules that provide greater predictability while preserving contractual autonomy and appropriate flexibility.
Ultimately, good contract law should help parties understand the consequences of their agreements before disputes arise, not merely give courts tools to resolve disputes afterward. - What are the broader implications of this research for businesses and practicing lawyers?
The implications are quite practical.
When the law is uncertain, lawyers may respond by drafting increasingly detailed provisions to address potential contingencies. That can increase transaction costs, and even very sophisticated contracts cannot anticipate every possible event.
Conversely, clear default rules can provide a background against which parties negotiate. Parties who prefer a different allocation of risk can still contract around appropriate default rules where the law permits.
That is why questions about force majeure and contractual risk are not merely theoretical. They affect contract drafting, negotiation strategy, pricing, litigation risk, and commercial planning. - Where do you see your research developing next?
My broader research agenda examines how contract law allocates risk in increasingly complex and standardized commercial environments.
Force majeure provides one important entry point, but similar questions arise with boilerplate provisions, standardized agreements, technological contracting, and potentially AI-assisted contract formation and drafting.
I am interested in examining how contract law can maintain predictability and freedom of contract while responding to changes in the way agreements are negotiated, drafted, and performed. - What perspective does your combination of transactional practice and comparative legal training bring to American contract-law scholarship?
I hope to contribute a perspective that combines comparative scholarship, transactional experience, and practical legal education.
My professional experience taught me how contractual rules operate inside actual commercial relationships. My comparative background allows me to examine those rules across legal systems. Teaching also gives me the opportunity to translate both perspectives for the next generation of lawyers.
I see those dimensions as mutually reinforcing. Scholarship can identify problems in doctrine; practice can reveal their real-world consequences; and teaching can prepare lawyers to address those problems more effectively. - How has your scholarship and work in contract law been recognized within the academic and legal communities?
My scholarship has increasingly created opportunities for engagement and recognition within academic and legal communities. I presented my research on comparative contract law and force majeure at academic conferences, where I discussed the work with scholars in the field, and my article examining the French and American approaches to force majeure has been accepted for publication in the South Carolina Journal of International Law & Business.
My work has also extended into legal education. At Boston University School of Law, I co-taught Contract Drafting and was invited to contribute as a guest lecturer in Negotiation, bringing my transactional experience and comparative perspective into the classroom.
As I continue developing this research agenda, I hope to deepen that engagement through publication, scholarly exchange, and continued participation in academic and professional legal communities.
Interview
INTERVIEW:Tinubu’s Tax Reform Bills Are The Best For Nigeria Now-Mikko
Honorable Bernard Mikko, a former member of the House of Representatives from Ogoni, Rivers State from 1999-2003 spoke to ourcorrespondent the merits of the Federal Governments fiscal and economic policies, especially the controversies surrounding the tax reform bills.
Excerpts:
- The Federal Government has introduced far reaching economic reforms, the latest being the four tax reform bills, which seems to be generating controversies, what is your take on the fiscal and economic policies of the Tinubu administration generally?
(1)The Federal Government is an APC government that succeeded itself. From President Muhammadu Buhari to President Ahmed Bola Tinubu. They both campaigned on the change mantra, and the president vowed to continue from where his predecessor stopped. After sixteen years of the PDP administration, Nigerians were desperately in the mood for change. Including the change of economic, social, and political well-being of the people. The APC touted itself as that agent of change. Politics and political leadership set economic renewals and growth, even as the former dwindles, while the latter will still be subsisting. Change, they say, is inevitable in an active society. The tax reform bill is a major policy instrument for socio-economic change. It defines the essence of commitment to our unity, political development, and economic growth. As you know change anywhere in the world comes with innitial pains, apprehension and fear, it creates anxiety and generates controversies, sometimes founded on primordial identities and filial pieties and cleavages, particularly in diverse and multi racial societies like Nigeria. Interestingly, controversy is the nature of politics, and expectedly so in Nigeria, with the introduction of the four tax reform bills as a measure of the fiscal policy of the new administration of President Ahmed Bola Tinubu
- Let us talk about the tax reform bills in particular. Would you say they are timely, given the socio- economic realities of the country?
(2) Nigeria inherited a colonial administration based imperial adventure and exploitation. Economic development and social welfare weren’t on the agenda of the colonial regime. Since 1933, there hasn’t been any major tax reform or fiscal policy that will put Nigeria on the path of economic growth and development. So, the reform isn’t only timely but long overdue. With hindsight, there could be no other time than now as time waits for no one. Anytime is God’s time. - But some sections of the country expressed reservations about the bills, alleging that they were targeted to estrange them. Taking a critical look at the bills, is it possible that any one of them may tend to target a particular section of the country?
(3) The so-called reservations expressed by some sections of the country are generally a symptom of the geopolitical nature of our country. Anytime the political leadership of the country is from one section, the opposite section appears to be nervous, sometimes in mischief. Looking at the gradients of the bills, I would say that the economy and the general well-being of the people are the target. But looking critically at the data from NBS provided by the Chairman of the Tax reform committee, Lagos and Rivers states appear to be on losing side, falling from over 80% threshold in the current tax regime to less than 15% in the envisaged fiscal policy administration. This is one of the sacrifices we have to make as a nation going forward, to be our brothers’ keeper in time of need and support. - The Senate had earlier passed the bills for second reading, only to suddenly turn around and set up a committee that will study the bills’ advice on their desirablility or not. As a former lawmaker, would you say the manner with which the bills are being handled are procedurally correct?
(4) The suspension of legislative action on bills by the Senate is strange, authoritarian, and undemocratic. In civilised parliamentary debates, critical stakeholders will be encouraged to present their views , which would enable parliamentary committees to reach a near consensus or cause a vote on clause by clause basis. The Senate presiding officer acted in error by suspending further legislative action and abdicating her constitutional responsibility to the executive arm that formulated the bills and sent them to the National Assembly. In proper parliamentary procedures, once a bill is introduced and read for the second time, it can’t be suspended based on speculations or sentiments expressed outside the chambers but can be withdrawn by the president in consultation with the leadership of the National Assembly. As a politician with cognate parliamentary experience, if the Senate in particular or the National Assembly in general is unable to carry out their functions of law making and representation, let the bills be withdrawn for the executive to conduct a referendum on the desirability of taxation as a major policy item on exclusive list in our Constitution. In this context, states, principalities, and regional governments would be a position to determine their fiscal priorities based on their culture and socio-economic understanding.
- Given the contro easy the bills seem to be generating, what would you suggest as the best approach to solving this serming quagmire?
(5) Political debates in most times ignite tensions and controversy. Stakeholders should engage in healthy debate with empirical data to support their claims. Without data and facts, it’ll amount to speculation and mischief. My suggestions are:
(a) allow full parliamentary debates without hindrance in the National Assembly.
(b) If the National Assembly is unwilling to continue deliberation on the bills timeously( as in the case of the Petroleum Industry Bill that lasted over 20 years in the the National Assembly), the bills should be withdrawn, and the issue of taxation presented directly to the Nigerian people through a referendum, not through our representatives in the National Assembly.
- Some analysts feel that the general mood of the country could make President Bola Ahmed Tinibus re- election in 2027 suffer as a result of these bills in particular. Do you think that could be the case?
(6) The bait of possible scenarios in the next general election is highly speculative and apparently mischievous. It takes a committed and courageous leader to move a nation out of economic quagmire, and such decisions are unpopular and painful. Patriotic leaders make painful decisions and not smear campaigns that would be appreciated decades later. Our heritage and prosperity provide the foundation of our power, not docile followship, weak leadership, or a fragmented population.
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