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Govt Economical With The Truth In Insurgency Fight- Gabassa

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  • Against the background of conflicting positions on the
    true situation of the fight against Boko Haram in the
    North East; MBURSA GABASSA; Deputy Chairman of the
    Peoples Democratic Party, PDP in Borno State, believes
    that, while the Federal Government may have genuine
    intentions towards ending the mayhem, the Borno State
    Government is deliberately shielding it from the truth for
    obvious political reasons. He spoke with nationalTRAIL
    editors in Abuja. Excerpts:

 

MBURSA GABASSABriefly sir, may
we know you?
My name
is Mbursa
Gabassa, a
town planner by training;
I worked with the FCDA
before retiring to join
politics. I am currently
the Deputy Chairman of
the Peoples Democratic
Party, PDP in Borno State.
I am from Gwoza Local
Government Area, one of
the areas worst affected by
Boko Haram in Southern
Borno. Greater numbers
of my people are today
displaced, including my
own mother who stays
with me.
Insecurity and the
economy are the biggest
twin problems of
government, which of
them takes precedence in
your view?
Security is paramount in
everything. The economy
may be the superstructure,
but security is the
guarantee for its success
or failure. Under the
present circumstances,
every Nigerian will tell
you that our greatest
headache remains
insecurity, whether Boko
Haram, Biafran struggles,
Niger Delta Militancy,
Kidnapping, political
assassination, rape or arm
robbery. They are inter
related in term s of how
they affect our lives as a
nation. For me, security
is first, security is second
and security is third until
people can go to their
beds and sleep with both
eyes closed, the main
concern is security. You
have to be alive to talk
about the economy, but
you can be poor and still
seek to remain alive.
We understand your
area was amongst those
worst hit by Boko Haram,
what is the situation now?
Well, the situation has
not changed much from
the time we were displaced.
The Government says
they are on top of the
situation, and they went
and brought back some
of our people from the
IDP camps in Yola, and
they are living there. The
truth is that, the peace
that they say has returned
to Gwoza is the peace of
the grave yard, so to say.
Here are people brought
back to the town against
their wishes, and living in
constant fear as Gwoza is
still surrounded by Boko
Haram terrorists. From
the hilltops of Mandara
down to Limankara there
are routes directly linking
Sambissa, and we know
that they follow these
routes and attack villages
in the process. They are
still visible and still cause
problems once in a while
in Gwoza East, behind the
hill, in Barawa, Ngoshe,
Wara, Arboku and other
places that soldiers
don’t go. Gwoza town
in particular is highly
militarized as you see
soldiers everywhere, but
we are not oblivious of
the fact that Boko Haram
still lurks in the dark all
around d us, and it only
takes a small walk away
from the soldiers for
one to be either killed or
captured by Boko Haram.
Unfortunately nobody
talks about us, all the
noise you hear is as if it
is only the northern and
central parts of Borno
that are affected. Let me
place it on record that, in
the southern part, Gwoza
is virtually empty, as even
those who are there are
virtually hostages, Chibok
has been virtually sacked,
Damboa is a ghost of its
former self, Askira /Uba
has been scattered, parts
of Hawul is still under
siege, and people only
talk about the north and
the central as if our own
people are sub humans.
We have been watching
the governor, Kashim
Shettima speaking always
about his own people at
the neglect of the people
of the south. We take
exception to some of the
comments of his Special
Adviser on Press affairs,
one Isa Gusau, who does
not seem to understand
what is going on, because
he is not from the state.
He talks as if he is drunk
or is concerned with the
welfare of the people
of his paymaster. All
these are politics. The
Governor and his people
have been deceiving the
President that is why
the president sometimes
makes statements that do
not reflect the realities on
ground. Let me tell you,
that, that Senator who
said Boko Haram is still
everywhere was telling
the truth. The Governor
denied him because of
political considerations,
if not, that was the truth.
The senator is Governor
Kashim Shettima’s friend,
and they are always
together, so how can
he say what the senator
spoke was not what he had
in mind? He merely made
a u-turn when he realized
that the President or the
Military will be angrier
with him than they have
been before, so he decided
to disown the senator. All
these are politics and we
know the truth. If Boko
Haram are not there,
where did the attacks on
Dalori, Chibok, Dikwa,
Mafa, Beneshiek and other
surrounding villages to
Maiduguri coming from.
They are only playing
politics with the issue
and they are succeeding
in diverting attention
from the truth. Too much
politics is affecting the
war against Boko Haram
and they know it and yet
they don’t want to do
anything.
What is your take on the
conflicting claims about
Boko Haram by people in
the same Government?
There is no sincerity
amongst them and that
is why they contradict
themselves. The President
should look beyond the
statements credited to the
senator and the reactions
of the governor. It looks
curious to me that people
who are hardly separated
could disagree on the same
issue, knowing the truth
to be hidden between
their two positions.
Nigerians are being taken
for a ride, but those of
us who know the truth
cannot be fooled. We may
not be listened to, but we
are being ignored at a very
high cost. There may be
no more flags hoisted on
poles, but that does not
mean they are gone, they
are still lurking around.
They removed the flags
for strategic reasons,
and it is a matter of time
before you hear them
again. I may be wrong,
but what I know and what
I hear are different from
what the Government is
saying. Why can’t we even
ask ourselves this simple
question, like, Why can’t
one drive from Mubi
through Gwoza passing
Bama into Maiduguri if all
these areas are liberated?
Why are the roads leading
to Damboa, Chibok and
Biu form Maiduguri
still blocked if Damboa
and chibk have been
liberated? Again why is
the route from Maiduguri
to Gamboru Ngala or
Maiduguri to Mobar still
closed if Boko Haram
have been pushed back? I
think Government should
do more action and less
talk, and stop playing
politics with the issue of
Boko Haram if we hope to
get out of the problem.
How do you think the
Government should go
about the issue?
You see, there is no
sincerity in saying
everything is ok when
we know it is not true.
The President should
stop believing what the
Borno state Government
is telling him, if he
hopes to deal with Boko
Haram. They are not
telling him the truth,
because there is too much
politics associated with
their position. They just
want to attract financial
patronage and donations
from across the world in
the name of resettlement
or reconstruction. They
have never planned for
the matter to end, and
they seem to be dragging
the federal Government
along in this journey of
deception. They have
never properly utilized
all the money they got for
the people, most of it is
going into their pockets.
They are playing pure
politics with the lives of
people. How can they say
everything is ok when
they know it is not so. I
have always used Gwoza
and Chibok because
Boko Haram have been
attacking these places
and nobody is talkin g
about it. As we speak, you
cannot go to Talala from
Chibok, or Mbulakuduka
or Yimirkila or any of the
areas that were bubbling
with life before, because
Boko Haram are still there
surrounding these places.
It is sad that, when things
happen in Maiduguri,
Bama, Konduga, Dalori,
Dikwa, Mafa or any area
in the North or South, so
much noise is made and
prompt attention is paid,
but when it happens in
any area in the south, they
are being deliberately
suppressed for political
reasons? May be because
they perceive the South
as being a PDP area.
There were incidents
that did not reach what
have been happening in
the south, but because
they are in the north or
central, politicians and
government officials
fly in from all over and
sympathize and make
donations for the upkeep
of victims. We never saw
it happening in any of our
areas, because we do not
belong perhaps. A first
class emir from southern
Borno was killed by
Boko Haram, besides so
many prominent people.
Villages were razed
down; take the example
of Kimba, in Biu Local
Government, and other
villages in Hawul and
Askira/ Uba, yet nobody
gave us a mention when
it comes to resettlement
or reconstruction. We
have been left at the
mercy of God. We are
proud that inspite of
all that happened our
emirs remained with the
people, for example, the
emirs of Biu and Shani did
not go anywhere outside
their palaces, they stayed
back with their people
and we are proud of that.
All others have relocated
to Maiduguri.
What would a PDP
Government have done
differently in the current
circumstances in Borno
State, since the matter is
political?
The issue is not whether
APC or PDP, the matter
is about human lives that
are being toyed with. We
have good people with
conscience in the PDP
that cannot do what this
Governor is doing. I
cannot imagine being a
party to stealing money
meant for unfortunate
victims of disaster. I
cannot be telling lies
to the Government at
the center, knowing
that there is the need
for synergy to end the
sufferings of people.
We cannot be seen to be
aiding the retrogression
of our own state and our
own people into more
than thirty years of under
development. I know that
a PDP Government could
have done better. But the
matter is beyond party
considerations. Even the
stigma of being regarded
as Boko Haram by fellow
Nigerians is enough to
push the average Borno
person to strive towards
ending the crisis. We have
a situation where they
seem to take pleasure
in what is happening.
We must work towards
peace and everything
else will follow. I tell you
the eyes of the president
will open one day and
he will see the realities
on ground, For now, we
can only pray that god
gives him the wisdom
to differentiate between
truth and falsehood.
What hopes do you
have of giving the people
better programmes in
Borno when the PDP
does not seem to be on
ground?
We had the opportunity
to take over the state
during the last elections,
but we had some moles
amongst us who sold
out. We had a candidate
that was coasting home
to victory only for some
people to be sponsored
using the judiciary to
scuttle our chances. You
can imagine getting your
candidate substituted
with only ten days to an
election. In any case, what
took place in Borno was
not an election. There
is no word in political
lexicon to define what
took place, as people just
conspired and cooked
up figures, and because
there was an intra party
conspiracy, everything
went on unchallenged
to date. We have learnt
our lessons and we know
those to avoid next
time we go out. You can
imagine the candidate of
your party driving to the
government house in a
convoy to congratulate
his supposed opponent in
an election. No wonder,
some people nearly beat
up some of our candidates
for being sell outs. To
be frank with you, we
knew that candidate that
was eventually foisted
on us was not going
anywhere because he was
compromised. It was not
surprising that he fizzled
out immediately the
election ended and the
eventual senatorial bye
election was a testimony
to our efficacy, even with
what happened in 2015.
Given the crisis in
the PDP, do you think
the PDP can revive and
make impact by 2019?
I remain confident
that we shall overcome
the present challenges.
It is not only the PDP
that has problems, APC
is also having crisis. Let
me tell you that most
of the people you see
parading themselves as
APC, they are actually
PDP and they will return
at the appropriate time. I
assure you the PDP will
bounce back.
What is your take on
the agitation for power to
rotate in Borno, so that
the southern part which
has never produced a
governor could have a
shot at the governorship?
I am an advocate of
equality and justice and I
believe that our brothers
from the other zones
will support somebody
from Southern Borno in
2019. We are all one, and
it is just and fair that all
sections have a shot at
the Governorship. We
are in times of changes
nad we need to embrace
that in Borno so that our
bond of brotherhood will
be further strengthened
when all sections are seen
to be equal and enjoy
equal opportunities. We
are hopeful and we shall
continue to push for it to
happen. It has happened
in Koigi recently, it has
happened in Nasarawa
and it can happen in
Borno God willing.
All that we need to do
is to close ran ks and
appeal for reason and
conscience

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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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