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FKK Attacks On Ali Modu Sheriff Unfortunate – Hon. Iduoriyekemwem

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Hon Matthew Iduoriyekemwen is a leading aspirant seeking the governorship ticket of the Peoples Democratic
Party ahead of the September 20, 2016 polls. He served as two time lawmaker representing Ikpoba-Okha constituency at the Edo State House of Assembly and also a commissioner in the Niger Delta Development Commission (NDDC).in this interview with some journalists in Benin, he speaks on his aspiration, the PDP national chairman, and other sundry issues. Monday EBALU was there for nationalTRAIL. Excerpts…

How is the Campaign going so far?
So far, the campaign is gathering omentum, right now I just joined the state executive to tour the 18 local government areas, and I am sure that the field is okay, we have come across a lot of people, people are coming because everybody is committed towards taking Edo state to the next level, and that is the level of greatness which we think Edo State rightly deserve to be in the face of greatness in all the administrations. If you look at my campaign, we say greater is still possible, but we will change that after the primaries hoping that we emerge for a greater Edo. We have declared a clear programme for the development of Edo state, the current APC government has done their bit and Edo State people have seen the best of the APC government, but I want to take governance to another level that will directly affect our people, that will make the people appreciate the essence of creating development and an elected government, a government where we hope to redirect the economic structure of the state, where we hope to make a solid economic foundation for the overall development and economic growth of the state, where the people will see the direct effect of governance affecting them individually, a government that will be participatory where everybody in Edo State will have a sense of belonging and see themselves as part of that government, a government that will go above parochial, partisan interest and see Edo and the interest of its people as first , second and third option.
Feelers within your party is that some people are working to make sure one of the aspirants, Osaro Onaiwu, emerge as candidate, what do you make of this?
Well, I don’t listen to rumour and work with speculations, but I will tell you for sure that the valid candidate for the PDP is going to be determined and decided by the PDP members in Edo State. The support from the PDP governors across the country for the party to win in the state is not targeted at an individual. Everybody have to sell his or herself to the people, if they are to pride themselves about being in PDP, I think I should pride myself most among all the contestants. I have been in this party since inception, I have legislature, I experienced, I have also served in NDDC, I have shown to people my account of stewardship, I have all the experiences it takes over and above anybody when it comes to putting personal CV on the ground, but then personal politics is not like that. We all agreed as aspirants that everyone of us competing, should sell himself to the party members and whoever emerges, every member of the party irrespective of your own personal aspiration should join hands to ensure that PDP is delivered in the election of Edo State. If anybody comes out to say there is an anointed candidate in the PDP by anybody, there is no truth and there can be no truth in it.
Do you think that the PDP has what it takes to win Edo State?
I have gone round most states in this country, and I have seen states that Edo is better positioned, where the government has done extremely well. I always tell people, I don’t believe in criticising a particular government, but I always tell you that with the funds that came to Edo State, I would have expected to see more on ground. Yes the APC have done their very best, and we have seen the best that can come out of them, now it is an opportunity to give room to somebody else even in the face of challenges to express himself and try to see what that person can achieve. There are many PDP states that you will go to and you will wonder if it is Nigeria, because of the performances of the governors. In all of those states, both the allocation and the revenue profile are far below Edo State.
What is your reaction to Ali Modu Sheriff’s emergence as PDP National Chairman?
You should realise that yes, PDP is in opposition, but PDP still remains the biggest party in Nigeria, PDP still remains the party that has structures across all the local governments in Nigeria, PDP remains the party that has the proper ideal of a political party, and because of those ideals, no matter the vastness of the country and the differences in individual thrust, the party will remain the primary interest of loyal party members. But because of the way the party is too, you should expect divergent views when the issue of congresses comes, you must realise that there is one thing that is a denominator among all politicians, and that is interest. So it is virtual that some persons will prefer a particular candidate to be chairman of the party whether at the level of the national, state, local government, or ward, but what is important is once you become the chairman of the party, it is the interest of the management team of the party led by the chairman of the party and the national executive that the interest of the PDP must remain paramount and must comes first. And what is that interest; to provide a government for Nigerians where Nigeria will have an even spread development, where every Nigerian will feel that spirit of self belonging in the country, where you will see yourself as part of the country no matter which part of Nigeria you come from, and I still believe that PDP is the only political party in this country with real party ideal.
What’s your reaction to Femi Fani-kayode’s remarks on Ali Modu Sheriff, when he emerged as chairman of your party?
FFK is someone I have great respect for, as a party man he has stood out at different times to speak in defence of the party when others are afraid to speak out, but I also think that as an elder statesman in the party, he should also know that in democratic practices, it is not every time that your own wish, or will can come first . As a true party person, if he supported somebody else and it is unfortunate that the person you supported didn’t win, if the party’s interest is far ahead of yours, you should queue behind others at once so that the party can move forward. The issue of apologising to Buhari doesn’t arise, because Buhari is president of Nigeria, he has never been a member of the PDP so what are you going to apologise to him for? That someone who is a member of the party who was presented from his geopolitical zone had majority acceptance than those who decided they want to be national chairman. I think that the statement is unwarranted, and if he actually said so I think it is a most unfortunate statement to make in these turbulent times that the party has found itself.
What’s your take on the anti corruption war by the President?
As far as I am concerned I am not against Mr. President fighting corruption, but I am taken aback. I would have expected that all the time you need to develop this country, you use it to talk about fighting corruption.
If he is fighting corruption, it should be done holistically, not selectively, that is why some persons say he is not fighting corruption, but a persecution of the opposition, because there are cases of persons that have been brought to the fore as governors and other APC people up till now, EFCC has not even thought of looking at them. There has been cases of people who have mismanaged funds. I pray that the EFCC do not reduce itself to becoming an instrument by presidency to hunt the opposition, because that will be taking up to dictatorship not democracy. If we allow him to continue like this, it’s like we are taking three steps forward and about a hundred steps backward. The fight against corruption is commendable, but it should not take all the efforts of government. Let all governors since 1999 till date come out to explain every single element of what they did with their security votes. So there is nothing affecting PDP as a party, when they are doing what they are doing, let them also show to the world monies that are coming into this country how they are being spent.
How about the budget, what have you to say about it, considering that it is delaying?
For the first time we are having issues with budget in the National Assembly that is APC controlled, they could still criticise the budget that was presented. We must know that Nigeria has to compete with countries that have respected us and see us as giant of Africa; we must know that there are things we must keep as Nigeria’s problems. Right now the quality of life is though today and all you hear is that is due to the effect of the PDP led administration. If you knew there was a problem and you came with a mind to solve it, so why almost one year into government you are still discussing the problem not the ways you want to solve it.
Today dollar is selling for more N200, and we are been told we have not seen the last of it, nobody is addressing it; we are seeing foreign government policies that we know are not working. So life is getting harder for the common man and you continue to lay blame on the previous administration when you are now in charge.
What will be your area of focus if elected Governor of Edo State?
In Edo State right now, we don’t have an economic base, one of the areas of thrust for me is to lay an economic foundation for the state, and when that becomes the focus of government , those things that are basic to living are taken care of. Guaranteed food, clothing, shelter, then you now think of security. If you take care of those things and there is security in place, you are going to attract entrepreneurs and investors to come here to do business. As we speak, in Edo today, because of taxation, many people are closing down businesses in the state. Some persons are beginning to move to Asaba, especially those electronic dealers in Mission road in Benin, so as a government, those are the areas we will look at. To me the performance of any government is not speaking English and making verbose economic theories, it is the happiness and satisfaction that are derived by the citizens of that place.
But the governor is said to be supporting an aspirant because of the economic policy put on ground?
Well, I am not in APC, but I will say if that is the idea, you are in Edo State, you are in Benin City, and you live in this town, if they ask you as a journalist to talk to people about the economic status of the state, what would you say? Do you see any economic activities by government in this state, do you see policy of government to strengthen the economic activities, instead, economic activities here are been tightened, squeezed, and strangulated. If they say we have a strong economic team, what has the economic team offered to us, what have they on the table to show us. The index of a good government is the satisfaction and the happiness of the people. I don’t like to use the word failed, but I have not seen anything that the economic team has done.
What will be your major source of funding government, if you become governor?
Now I have always been one of those that say that until we go beyond the point of government, or state government, relying on allocation from the federation account, and that only then we are not ready to move forward. I think Nigeria is about the only country where every month, money is collected from government coffers. Every government should be able to look inward, and as I said we can only achieve this, if we set up an economic agenda to lay up an economic foundation to encourage entrepreneurs to come here and do business. There is nowhere in the world where government account for more than 15 to 20 percent of employment in those days. What does government do, government create the enabling environment for different people, for entrepreneurial development and growth. For example; look at that place they call industrial layout on Sapele road, is there anything happening there?, they have no infrastructures and no incentives to attract investors to come in there, so it is just there.
Those are the area people overlook that I am going to take a serious look at. Once that is done, those industries will engage persons from Edo State to work and solve the issue of unemployment. When the persons starts making money, they will start paying taxes to government after sometimes. It is those taxes that government need to maintain infrastructures, and when some of these things are there and the government is doing well, through their own corporate social responsibility; they will also chose some areas where they can partner with government to bring development. So whether naira falls or not, economic activities will still go on, and it is how you encourage and strengthen economic activities that will give you the economic push that you need in your state.
Do you think NDDC is doing well?
I don’t know the situation and circumstances under which they operate, but I will like to make this clear that NDDC is underfunded. Yes there could be some high expectations from people that they are unable to meet, I have been close to the commission long enough to know that when people say NDDC’s budget for the year 2016 is N300 billion, we have the misconception that the budget estimate is the amount of money available. The budget estimate is the propose spending, but I tell you most of the time the monies that goes to the commission some times when it comes to performance by way of money released to the commission, it is not up to 30 percent. The only thing I think NDDC should do right now is that they should stop awarding new jobs, concentrate on all ongoing and existing jobs, put funds into it, let the people finish those jobs instead of awarding new jobs and you have no fund to fund them. If you go to NDDC today, I heard the debt profile is almost up to N1 trillion based on certificates of performance that people have already presented and submitted, and you don’t pay you want those people to go back to site and continue the next milestone.
Your advice for the people of Edo?
My advice is for people Edo to pray for a candidate who has love of for them, a candidate whose business is Edo first and not business as usual, a candidate who is really zealous and hungry to see the proper and genuine commitment to the development of our state. And that our people should go beyond partisan affiliation to see the real person who can bring the desired positive change to the state, that is what should inform the decision of the people to vote and I think looking at the array of persons in both parties, PDP appear to me the only party that has serious candidates.

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Interview

From Commercial Practice in France to Comparative Contract Law Scholarship in the United States: A Conversation with Folake Atchade

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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.

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Interview

From Commercial Practice to Comparative Contract Law Scholarship: A Conversation with Folake Atchade

Published

on

  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, 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.
  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 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.
  3. 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.
  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 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.
  6. 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.
  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.
    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.
  8. 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.
  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 simply 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 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.
  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.
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Interview

INTERVIEW:Tinubu’s Tax Reform Bills Are The Best For Nigeria Now-Mikko

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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:

  1. 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

  1. 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.
  2. 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.
  3. 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.

  1. 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.

  1. 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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