Interview
Modu Sheriff’s Emergence As PDP Chair Divine – Ojugbo
Doctor Cairo Ojugbo is the National Deputy Chairman of the Peoples Democratic Party, PDP, he was a member of the House of Representatives where he served as the Chairman, House Committee on Petroleum Resources as well as Presidential Liaison Officer to the Senate. In this interview with National Trail Editor, Peter OSSAI, he spoke on the leadership crisis rocking the PDP and efforts being made to resolve the matter. Excerpts
Good afternoon sir, can we have a brief background of you? My name is Dr. Cairo Ojugbo, the National Deputy Chairman of the Peoples Democratic Party, PDP, I am from Delta State and has been a staunch grassroots politician since the beginning of this dispensation and I have held various official, political and party offices including having served as the past National Vice Chairman of the party, having been a Presidential Liaison Officer to the Senate, having been a member of the House of Representative and having served in so many committees and having chaired various activities in the party both at the state level and the national level. Considering these your positions, let us start with the PDP. What is the implication of the PDP leadership Crisis on the future of the party? Yes, I must give thanks to God, what is happening today in the PDP is what is going to save the PDP, if these crisis didn’t arise, the party would have been wallowing today in ignorance. The emergence of Ali Modu Sheriff is the divine act by God and God does not make mistakes, and so the position when it is arrived at will reposition the PDP and the PDP will be the party that will rule Nigeria for a very long time to come. How will this be possible when the elders of the party are yet to proffer the way forward? If you look at what is happening in the party, there is no elder in the party… the newsmen they always make the mistake to say that the Governors Forum are in support of one group, the Board of Trustees are in support of one group and members of the National Assembly are in support of one group, have you heard any member of any of these bodies speaking out to support anybody, they are waiting for Sheriff to win so that there will be jubilation in the body polity of PDP and the country, because the problem the party has have been addressed today, when Sheriff was brought on board, Sheriff was convinced that he must work with the governors and he was working with them, when Sheriff decided that look the governors alone are not the owners of the party and that true owners of the party (the people) must share in the wellbeing and in the construction and management of the party, the governors said no, that they are the sole owners. In fact, they alluded to the fact that he who plays the piper dictates the tune and we said no, you don’t own the party and you cannot be the sole financiers of the party, we disagree with them, we went to hold the Abuja convention and we refused donations from outside, we contributed money ourselves, those of us who took part in the Abuja convention and we sponsored ourselves, and we said that is how we want the party to be, that is why today you see that we are getting support from the masses of everybody, all right thinking members of the party and all of them are saying the same thing, saying, look, yes this is the time for the party to be returned to the people. And let me tell you what happened in the Abuja convention, the Abuja convention, they were not against Sheriff, as at that time, the governors were supporting Sheriff and we said no, it is impunity personified, that we cannot allow this to continue, we must ventilate our views and so we held the convention in Abuja. As soon as Sheriff saw that he has support, he now told the governors look, we cannot continue like this, that we have to carry everybody along, the governors said look Sheriff we must go on, and he said, no, we are on the side of the people and that is where we are, you can see how the coming of Sheriff will enhance the welfare of the party, it is the fertilizer for the growth of the party and that is where we are. If the Abuja convention was in support of Sheriff, was he not informed about that, I mean, why did he choose to go to Port Harcourt? Now, the Abuja convention said we are against impunity and these governors who are in Port Harcourt said they are supporting impunity, so we will not, so we told Sheriff that look, as long as you don’t revisit the ward congresses, the local government congresses and the state congresses, you will not have our support, he said look, he too is of the believe that he should revisit them so that everybody will be carried along that is the cause of problem between Sheriff and the governors. Can the party go on like this especially with series of litigations all over the place; won’t it affect the fortunes of the party especially in Edo and Ondo? No, we are already negotiating, negotiations and talks are already in top gear and we have made remarkable progress in the process of resolving the issues. The two parties are talking very seriously in various fronts, and these talks has progressed, last week, the two major contenders are to meet, but for one reason or the other, one of them travelled and the meeting was postponed but the meeting will take place as quickly as possible and I want to assure you that the end is in insight and is achievable, because everybody now understands that only the emperor of Ikwerre cannot be the owner of the party and that is what we are saying, and you see, we want to also dissociate the party from corruption, indiscipline, nepotism and injustice. EFCC came up the other day to say that a certain governor in the Niger Delta withdrew N11 billion cash from the account of the government with the CBN and further N1.4billion cash was also withdrawn from the account of that government in Zenith Bank. As a party, we want to dissociate ourselves completely from those issues; we don’t want to get involved at all, because we don’t encourage corruption. The party is so positioned and is so large that the party can finance itself; party dues from more than seven million party members in Nigeria today will run the party effectively and efficiently. We must cut wastages, we must cut off corruption. In the process of conducting congresses and primaries, the party will no longer take money from individuals to give them ticket, once we are able to address that, the party will be free, because the issue of paying money for party ticket has been a major problem in the PDP and Sheriff is ready to stop that. The new party that will emerge, the super PDP is going to be a super party, a party that does not belong to one man, the party where the chairman of the party will be responsible and responsive in the means and aspirations of the people and the party that Nigerians will love to maintain and appreciate. You didn’t really answer the question of Edo and Ondo, do you think the crisis will be resolved before the elections? I told you that the solution is already in sight, people are already meeting and suggestions are being fronted there are individuals that the party feels that they should excuse themselves from the politics of Edo State for the part they have played in the past and these things are being worked out and as quickly as possible. As it is now who is the authentic National Chairman of PDP? There is no doubt about that, it is Ali Modu Sheriff. But there is a court ruling…
That court ruling is an Ikwerre court judgment, that is the emperor of Ikwerre and the judgement is not significant, I can tell you that the judgment cannot see the light of the day, just forget it. The judgement is an abuse of court process, according to Ibos it is an ‘uchicha’ judgement, you know uchicha, uchicha is cockroach (laughter). What is your take on the allegations that Sheriff came to destabilize PDP, that he is working for APC and that he is a sponsor of Boko Haram? Some few days ago in the national newspaper, one of these national dailies, there was this photograph of Sheriff, Buhari, Tinubu and Akande, inside Sheriff’s office where they were forming the APC as at that time, when Sheriff was forming the APC, there was no member, it was Sheriff, Tinubu and Buhari that were the first members of APC, when Sheriff was forming it, nobody remembered that Sheriff was a member of Boko
Haram. Sheriff left APC on basis of principles; the PDP gave Sheriff its senatorial ticket, the PDP gave Sheriff Waivers to contest under PDP, Sheriff was sitting in his house, laying down when five governors went to meet him to say you are the correct person to lead the party. Nobody remembered that Sheriff was APC and has come to destabilize the party, man who is insisting that only governors cannot have a say in their states and in other places that power should be returned to the people, that is the man who wants to destabilize the party, so because Sheriff will not bow to the whims and caprices of the Ikwerre empire, he now wants to destroy PDP, it is a lie and we will not allow it. Let me tell you, some of us don’t believe in money politics, I don’t take money to do anything, I have never taken bribe and I keep saying it, I am never corrupt, I stand against corruption, when I was fighting the centenary city, people thought I don’t know
what I was doing, I stood by it, all the battles I have fought in my life, it is not because of my personal challenges, I hate oppression, you cannot blackmail Sheriff because he will not do what you want him to do, he has now turned to a destroyer of the party, it is not true and you will see how it will get there. Let me tell you, nothing short of recognizing Sheriff as the national chairman of the party, we will call a NEC meeting very soon and Sheriff will sit at the NEC as chairman and we will put up a new committee to first of all review the state, local government and ward congresses after that we will now do a proper national convention where Sheriff will be the chairman, the new party leaders will emerge where Sheriff will hand over, Sheriff is not interested in staying in power, no, he is only interested in handing over to a popularly elected chairman of the party not nominated by one person. That is what Sheriff stands for
and in that, I stand by him. Makarfi was recently quoted as saying that Sheriff should be arrested because they are holding an authentic court order? I addressed this a few days ago in a press interview, and I made it very clear that if anybody should be arrested it is Adeyeye who is making such unsportsmanlike comment and in fact we will hold them to contempt. If anybody should be arrested is that Adeyeye and I also want to excuse Makarfi, I have been speaking with Makarfi on this issue and senior citizens they have been intervening and Makarfi is not given to lose talks and Makarfi will never make such a statement, Makarfi is desirous of moving the party forward, the people who make such comments are people who want to kill the party, you can imagine a man who was a minister, today he has not job, when he went to Port Harcourt, at the Port Harcourt convention, he was wearing an old tattered short sleeve shirts, the slippers he was wearing in Port Harcourt has eaten alignment completely, I am sorry if I sound immodest, but today he is wearing agbada and wearing suits and he now has a cap looking like Awolowo, his telephone handset, he was tying it with rubber band, his glasses, he use rubber band to keep it, today he has sharpened up, his level has improved his personal economy has improved, so why won’t he talk carelessly, why won’t he talk in such a way to kill the party, myself as the deputy national chairman of the party, I have said it all that no one man can take over the party and all of us must come together as a family to resolve this issue. I would implore Makarfi to call Adeyeye to order to stop making careless and useless statements that will deepen the crisis in the party, while we are toiling day and night in resolving the crisis, he is there talking on television as if he does not know what party democracy is, if he is in Sheriff position, will he accept the treatment meted out to Sheriff, the answer is no, he will not accept and he will fight even dirty, but Sheriff is not fighting dirty. Have you seen Sheriff address the press and talk unsportsmanlike, no, all of us we’re not talking that way, we are only looking for solution and if you ask me we put forward what we feel is the solution to the problem: recognize Sheriff as the national chairman of the party, call NEC meeting where all us will sit down and discuss, set up congress committee go and look at the congresses and then review the petitions from local governments, states and wards that we have already received and make pronouncements on these and then call them, conduct national convention and the party is back on stream as simple as ABC. Anybody who is saying that no, no, Sheriff is out; the person is wasting his time. Sheriff is not out, Sheriff is in. Initially, most people see it as if the governors want to hijack
the PDP, but now they seems to be silent on the issue, what do you see, are they just sitting on the fence waiting for the crisis to be resolved or they have realized that they cannot hijack the party? No, the Ikwerre emperor promised them that he is in charge, so he went about his normal way to adulterate the judicial system, he thought he will win, but things doesn’t happen that way, he cannot win, one day the people of his state will ask him to account for the finances of that state, then he will not find it easy, and I call on him to retrace his step to stop using state finances into unsportsmanly and corrupt usage, he should address the mountain of problems in his state; the issue of cultism, the issue of militancy and he should mind governance and leave the party which is supreme for the party to run, let me tell you, no one man after this Sheriff issue can hold the party to ransom anymore. God brought Sheriff to cure PDP and no one man, no governor can come today and say he is in charge of the party in his state, no, it cannot happen anymore, we are going to return the party to the people. What you saying in essence is that they have realize… They have realized their mistake, yes. And they have also known that God brought Sheriff to checkmate them, they will … Sheriff was sleeping when they went to beg him, they thought Sheriff was one of those chairmen they can gang up and say oh, we don’t want you again, resign, we will give you soft landing, if anybody would be given soft landing it is them the governors that will be given soft landing not Sheriff, Sheriff will give them soft landing. Is it that they are scared to talk about PDP and its crisis? Of course, people have now known what they have done to the party, they are the once who brought up the organs and let me tell you, I personally the day we went to NEC to vote, I voted against Sheriff, we had a candidate, one of our national vice chairman, Sen Girgi and all of us has agreed to support him, but the governors said they know it all, that they are going to bring Sheriff, I said no, that bringing Sheriff is impunity, I voted against Sheriff, all of us, the national vice chairmen, we voted against Sheriff, but today, we have realized that the choice of Sheriff is an act of God and it is only Sheriff that can cure the ills of this party. Even my colleague, Senator Girgi that all of us are supporting, he call on us and said, look, what Sheriff is doing, he couldn’t have done it that we should support Sheriff and that is our position as the national vice chairmen of the party. At what point did you realize that Sheriff is the messiah? When Sheriff stepped into office, the first meeting I had with Sheriff in the NWC, I was a member of the NWC, at that meeting, we were discussing the way forward in Edo State and I
gave them a road map of what needed to be done in Edo State, all the 12 members of the NWC they voted against me, Sheriff told them that what Dr. Cairo is telling them is correct, they were shocked, I took another look at Sheriff, I said this man is a man that we need to work with. So I went to Sheriff and I said Sheriff, I like your judgement today, I like the way you are going to handle this matter, but beware of the emperor of Ikwerre, they will mislead you and lo and behold, this same man, after pressure and everything, he started dancing to their tune, I said ok, if you are going to dance to their tune, we are leaving you, so we went back to join the Abuja Concerned PDP Stakeholders Forum, it is the Concerned Forum who nominated me when Uche Secondus resigned, they held a meeting and nominated me and then the leaders of the South South that I speak the minds of the people of the grassroots of the Peoples Democratic Party, and because of that, that they will support me for any position in the PDP and ask me to go and replace Uche Secondus , in fact they quoted from the Bible, when Judas Iscariot betrayed Jesus Christ like Uche Secondus has done, the disciples they sat down and cast lots and said his office let another take and that office today is occupied Dr. Cairo Ojugbo.
Interview
From Commercial Practice in France to Comparative Contract Law Scholarship in the United States: A Conversation with Folake Atchade
1. Can you tell us about your professional journey and what brought you to legal academia in the United States?
My professional path has spanned different legal systems and dimensions of legal practice. I received my initial legal education in France and began my career in commercial practice, spending nearly five years as in-house counsel for a financial institution. My work involved negotiating and drafting commercial financing agreements and advising on contractual and transactional matters.
After moving to the United States, I earned an LL.M. from Boston University School of Law. I later returned to Boston University School of Law as a Visiting Assistant Professor, where I taught Contract Drafting and served as a guest lecturer in Negotiation. I was admitted to practice in New York and Massachusetts.
That combination of transactional practice, dual legal training, and teaching ultimately shaped my scholarly interests. I became particularly interested in how legal systems allocate contractual risk and how differences in legal doctrine affect parties when circumstances change dramatically after a contract is formed.
2. What is the central focus of your scholarship?
My research primarily focuses on contract law, comparative contract law, and the allocation of contractual risk in the context of extraordinary events.
One question that particularly interests me is what happens when circumstances change fundamentally after the parties agree. The COVID-19 pandemic illustrated the practical importance of that question. Businesses suddenly faced government shutdowns, supply-chain disruptions, labor shortages, and other circumstances that made contractual performance impossible or substantially more difficult.
My scholarship examines how American contract law responds to those situations and allocates risks, and compares that response with the French legal framework, particularly the codified doctrine of force majeure.
More broadly, I am interested in how contract law can preserve commercial predictability and freedom of contract while providing sufficiently clear rules for circumstances that parties cannot reasonably anticipate or control.
3. Why compare French and American contract law?
Comparative law provides a unique opportunity to question assumptions that can become almost invisible when we study only one legal system.
France and the United States offer a particularly interesting comparison because they approach contract law from different legal traditions. French law provides a statutory definition of force majeure in Article 1218 of the Civil Code. In contrast, American law addresses similar problems through a combination of contract language and common-law doctrines such as impossibility and impracticability.
I am not interested in arguing that one legal system should copy the other. Rather, comparison allows us to identify the advantages and limitations of each approach and ask whether particular features could improve predictability, risk allocation, and judicial administration in another system.
4. Why is force majeure still important now that the COVID-19 emergency has passed?
Because COVID-19 exposed a much broader contractual problem.
The next systemic disruption need not be another pandemic. Businesses increasingly operate in an environment affected by geopolitical conflict, natural disasters, supply chain disruptions, government restrictions, technological disruptions, and other events that can interfere with contractual performance.
The fundamental legal question remains the same: Who should bear the risk when an extraordinary event disrupts performance?
That question has consequences not only for litigation after a crisis occurs, but also for how lawyers draft contracts beforehand. Clearer legal rules can affect bargaining, pricing, insurance, contractual drafting, and ultimately transaction costs.
5. Recent tariff changes imposed by the United States have created uncertainty for businesses operating under existing contracts. How does that connect with your research on force majeure and contractual risk?
Tariffs illustrate the broader problem at the center of my research: how contract law allocates the risk of extraordinary changes after parties agree.
Imagine a business that enters into a long-term supply contract at a fixed price and subsequently faces a substantial new tariff on an essential imported component. Performance may still be possible, but the transaction’s economics may change dramatically. That raises an important question: who should bear that additional cost?
The answer may depend first on the contract itself, whether the parties addressed tariffs, changes in law, price adjustments, or governmental actions. But when the agreement does not clearly allocate that risk, the uncertainty exposes the importance of the background legal rules.
That is where tariffs connect directly with my research. I am interested in whether contract law provides sufficiently predictable rules for allocating extraordinary risks while still respecting the parties’ freedom to allocate those risks differently through their agreements.
6. Can a new tariff implemented by the United States constitute force majeure, and might French and American law approach that problem differently?
A new tariff does not automatically constitute force majeure. That distinction matters because an event that makes performance significantly more expensive (usually characterized as hardship) is not the same as an event that prevents performance (impossibility of performance).
Under American law, much depends on the contract language and the governing law. A court may examine whether the force majeure clause encompasses governmental action or changes in law, whether the parties allocated tariff risk elsewhere in the agreement, and whether doctrines such as impossibility or impracticability are potentially relevant.
French law offers an interesting comparison because Article 1218 of the Civil Code codifies force majeure, while Article 1195 separately addresses imprévision, or changed circumstances, where an unforeseeable change makes performance excessively onerous for a party that did not accept that risk. A tariff that primarily changes the economic burden of performance therefore raises an especially interesting question about the distinction between force majeure and hardship. In addition, absent a provision allocating this risk in the agreement, French law does not recognize an event as force majeure if it was foreseeable at the time of contracting because it had previously occurred.
Comparing the two systems does not necessarily tell us that one approach is superior. Instead, it helps illuminate a broader question at the center of my scholarship: whether clearer distinctions among force majeure, impossibility, impracticability, and hardship could improve predictability in American contract law while preserving freedom of contract.
7. What have you identified as one of the difficulties with the American approach?
One difficulty is fragmentation.
American law lacks a single, comprehensive statutory force majeure doctrine applicable to contracts generally. Parties often depend heavily on the language of their agreements and overlapping doctrines such as impossibility, impracticability, and frustration of purpose. Although the doctrine of impossibility serves as the functional equivalent of force majeure in American law, its relationship with contractual force majeure clauses, commercial impracticability, and frustration of purpose has become increasingly blurred. The result is a body of law characterized by inconsistent judicial reasoning and diminished predictability.
My research paper proposes not adopting an entirely new doctrine, but codifying an existing one. Codification would provide a uniform legal framework that defines force majeure, clarifies its relationship with existing doctrines, and establishes consistent standards for its application.
8. Does that mean you believe the United States should adopt the French model?
No. Comparative scholarship is most useful when it avoids that type of assumption.
French law has its own complexities and limitations. The important question is not whether French law is categorically “better,” but what the American system can learn from another mature legal system that has made different institutional choices.
For example, codification can increase accessibility and provide a common doctrinal starting point. At the same time, excessive rigidity may prevent courts from responding appropriately to unusual circumstances.
The challenge is finding the appropriate balance among predictability, flexibility, freedom of contract, transaction costs, and judicial administrability.
9. How did your experience as in-house counsel influence this research?
It profoundly influenced the questions I ask.
As in-house counsel, I saw contracts as more than abstract legal documents. They allocated real economic risks between businesses. Negotiating financing arrangements required thinking prospectively about what could go wrong, which party should bear which risks, and how to reflect that allocation in the contractual language.
That experience continues to influence my scholarship. When I examine a doctrine, I am interested not only in what courts say after a dispute has occurred but also in how the rule affects lawyers and businesses when they structure transactions before a dispute exists.
10. How does your scholarship influence your teaching?
I see teaching, scholarship, and practice as closely connected.
When co-teaching Contract Drafting, I want students to understand that drafting is not simply about producing elegant language. A transactional lawyer must identify risks, determine how to allocate those risks, understand the client’s objectives, anticipate potential disputes, and translate those decisions into precise contractual provisions.
My comparative background also allows me to encourage students to question why a particular legal rule exists rather than memorize it. Looking at another legal system can reveal that rules we sometimes regard as inevitable are, in fact, policy and institutional choices.
11. What does your international background contribute to your work as a scholar?
It allows me to move between legal traditions and understand legal problems from multiple institutional perspectives.
Having studied and worked within a civil-law environment before developing my academic and professional career in the United States, I have experienced firsthand how lawyers trained in different systems conceptualize similar contractual problems differently.
That perspective is particularly valuable in commercial law because modern transactions are often cross-border. Lawyers need to understand not only the law governing a transaction but also how counterparties from different legal traditions may approach concepts such as contractual interpretation, good faith, hardship, and force majeure.
12. What do you hope your scholarship will contribute to American contract law?
I hope it contributes to a broader discussion about how American contract law should respond to systemic disruption.
Rather than treating extraordinary events as isolated anomalies, I think contract scholars and practitioners should consider how legal rules influence risk allocation before, during, and after major disruptions.
My objective is to examine whether aspects of comparative law can help develop rules that provide greater predictability while preserving contractual autonomy and appropriate flexibility.
Ultimately, good contract law should help parties understand the consequences of their agreements before disputes arise, not merely give courts tools to resolve disputes afterward.
13. What are the broader implications of this research for businesses and practicing lawyers?
The implications are quite practical.
When the law is uncertain, lawyers may respond by drafting increasingly detailed provisions to address potential contingencies. That can increase transaction costs, and even very sophisticated contracts cannot anticipate every possible event.
Conversely, clear default rules can provide a background against which parties negotiate. Parties who prefer a different allocation of risk can still contract around appropriate default rules where the law permits.
That is why questions about force majeure and contractual risk are not merely theoretical. They affect contract drafting, negotiation strategy, pricing, litigation risk, and commercial planning.
14. Where do you see your research developing next?
My broader research agenda examines how contract law allocates risk in increasingly complex and standardized commercial environments.
Force majeure provides one important entry point, but similar questions arise with boilerplate provisions, standardized agreements, technological contracting, and potentially AI-assisted contract formation and drafting.
I am interested in examining how contract law can maintain predictability and freedom of contract while responding to changes in the way agreements are negotiated, drafted, and performed.
15. What perspective does your combination of transactional practice and comparative legal training bring to American contract-law scholarship?
I hope to contribute a perspective that combines comparative scholarship, transactional experience, and practical legal education.
My professional experience taught me how contractual rules operate inside actual commercial relationships. My comparative background allows me to examine those rules across legal systems. Teaching also lets me translate both perspectives for the next generation of lawyers.
I see those dimensions as mutually reinforcing. Scholarship can identify problems in doctrine; practice can reveal their real-world consequences; and teaching can prepare lawyers to address those problems more effectively.
16. How has your scholarship and work in contract law been recognized within the academic and legal communities?
My scholarship has increasingly created opportunities for engagement and recognition within academic and legal communities. I presented my research on comparative contract law and force majeure at academic conferences, where I discussed the work with scholars in the field, and my article examining the French and American approaches to force majeure has been accepted for publication in the South Carolina Journal of International Law & Business.
My work has also extended into legal education. At Boston University School of Law, I co-taught Contract Drafting and was invited to contribute as a guest lecturer in Negotiation, bringing my transactional experience and comparative perspective into the classroom.
As I continue developing this research agenda, I hope to deepen that engagement through publication, scholarly exchange, and continued participation in academic and professional legal communities.
Interview
From Commercial Practice to Comparative Contract Law Scholarship: A Conversation with Folake Atchade
- Can you tell us about your professional journey and what brought you to legal academia in the United States?
My professional path has spanned different legal systems and dimensions of legal practice. I received my initial legal education in France and began my career in commercial practice, spending nearly five years as in-house counsel for a financial institution. My work involved negotiating and drafting commercial financing agreements and advising on contractual and transactional matters.
After moving to the United States, I earned an LL.M. from Boston University School of Law. I later returned to Boston University School of Law as a Visiting Assistant Professor, where I taught Contract Drafting and served as a guest lecturer in Negotiation, and I was admitted to practice in New York and Massachusetts.
That combination of transactional practice, dual legal training, and teaching ultimately shaped my scholarly interests. I became particularly interested in how legal systems allocate contractual risk and how differences in legal doctrine affect parties when circumstances change dramatically after a contract is formed. - What is the central focus of your scholarship?
My research primarily focuses on contract law, comparative contract law, and the allocation of contractual risk in the context of extraordinary events.
One question that particularly interests me is what happens when circumstances change fundamentally after the parties enter into an agreement. The COVID-19 pandemic illustrated the practical importance of that question. Businesses suddenly faced government shutdowns, supply-chain disruptions, labor shortages, and other circumstances that made contractual performance impossible or substantially more difficult.
My scholarship examines how American contract law responds to those situations and allocates risks, and compares that response with the French legal framework, particularly the codified doctrine of force majeure.
More broadly, I am interested in how contract law can preserve commercial predictability and freedom of contract while providing sufficiently clear rules for circumstances that parties cannot reasonably anticipate or control. - Why compare French and American contract law?
Comparative law provides an opportunity to question assumptions that can become almost invisible when we study only one legal system.
France and the United States offer a particularly interesting comparison because they approach contract law from different legal traditions. French law provides a statutory definition of force majeure in Article 1218 of the Civil Code, whereas American law addresses similar problems through a combination of contract language and common-law doctrines such as impossibility and impracticability.
I am not interested in arguing that one legal system should simply copy the other. Rather, comparison allows us to identify the advantages and limitations of each approach and ask whether particular features could improve predictability, risk allocation, and judicial administration in another system. - Why is force majeure still important now that the COVID-19 emergency has passed?
Because COVID-19 exposed a much broader contractual problem.
The next systemic disruption need not be another pandemic. Businesses increasingly operate in an environment affected by geopolitical conflict, natural disasters, supply chain disruptions, government restrictions, technological disruptions, and other events that can interfere with contractual performance.
The fundamental legal question remains the same: Who should bear the risk when an extraordinary event disrupts performance?
That question has consequences not only for litigation after a crisis occurs, but also for how lawyers draft contracts beforehand. Clearer legal rules can affect bargaining, pricing, insurance, contractual drafting, and ultimately transaction costs. - Recent tariff changes have created uncertainty for businesses operating under existing contracts. How does that connect with your research on force majeure and contractual risk?
Tariffs illustrate the broader problem at the center of my research: how contract law allocates the risk of extraordinary changes after parties enter into an agreement.
Imagine a business that enters into a long-term supply contract at a fixed price and subsequently faces a substantial new tariff on an essential imported component. Performance may still be possible, but the transaction’s economics may change dramatically. That raises an important question: who should bear that additional cost?
The answer may depend first on the contract itself, whether the parties addressed tariffs, changes in law, price adjustments, or governmental actions. But when the agreement does not clearly allocate that risk, the uncertainty exposes the importance of the background legal rules.
That is where tariffs connect directly with my research. I am interested in whether contract law provides sufficiently predictable rules for allocating extraordinary risks while still respecting the parties’ freedom to allocate those risks differently through their agreements. - Can a new tariff constitute force majeure, and might French and American law approach that problem differently?
A new tariff does not automatically constitute force majeure. That distinction matters because an event that makes performance significantly more expensive (usually characterized as hardship) is not the same as an event that prevents performance (impossibility of performance).
Under American law, much depends on the contract language and the governing law. A court may examine whether the force majeure clause encompasses governmental action or changes in law, whether the parties allocated tariff risk elsewhere in the agreement, and whether doctrines such as impossibility or impracticability are potentially relevant.
French law offers an interesting comparison because Article 1218 of the Civil Code codifies force majeure, while Article 1195 separately addresses imprévision, or changed circumstances, where an unforeseeable change makes performance excessively onerous for a party that did not accept that risk. A tariff that primarily changes the economic burden of performance therefore raises an especially interesting question about the distinction between force majeure and hardship. In addition, absent a provision allocating this risk in the agreement, French law does not recognize an event as force majeure if it was foreseeable at the time of contracting because it had previously occurred.
Comparing the two systems does not necessarily tell us that one approach is superior. Instead, it helps illuminate a broader question at the center of my scholarship: whether clearer distinctions among force majeure, impossibility, impracticability, and hardship could improve predictability in American contract law while preserving freedom of contract. - What have you identified as one of the difficulties with the American approach?
One difficulty is fragmentation.
American law lacks a single, comprehensive statutory force majeure doctrine applicable to contracts generally. Parties often depend heavily on the language of their agreements and overlapping doctrines such as impossibility, impracticability, and frustration of purpose. Although the doctrine of impossibility serves as the functional equivalent of force majeure in American law, its relationship with contractual force majeure clauses, commercial impracticability, and frustration of purpose has become increasingly blurred. The result is a body of law characterized by inconsistent judicial reasoning and diminished predictability.
The solution proposed in my research paper is not to adopt an entirely new doctrine but to codify an existing one. Codification would provide a uniform legal framework that defines force majeure, clarifies its relationship with existing doctrines, and establishes consistent standards for its application. - Does that mean you believe the United States should simply adopt the French model?
No. Comparative scholarship is most useful when it avoids that type of assumption.
French law has its own complexities and limitations. The important question is not whether French law is categorically “better,” but what the American system can learn from another mature legal system that has made different institutional choices.
For example, codification can increase accessibility and provide a common doctrinal starting point. At the same time, excessive rigidity may prevent courts from responding appropriately to unusual circumstances.
The challenge is finding the appropriate balance among predictability, flexibility, freedom of contract, transaction costs, and judicial administrability. - How did your experience as in-house counsel influence this research?
It profoundly influenced the questions I ask.
As in-house counsel, I saw contracts as more than abstract legal documents. They allocated real economic risks between businesses. Negotiating financing arrangements required thinking prospectively about what could go wrong, which party should bear which risks, and how to reflect that allocation in the contractual language.
That experience continues to influence my scholarship. When I examine a doctrine, I am interested not only in what courts say after a dispute has occurred but also in how the rule affects lawyers and businesses when they structure transactions before a dispute exists. - How does your scholarship influence your teaching?
I see teaching, scholarship, and practice as closely connected.
When co-teaching Contract Drafting, I want students to understand that drafting is not simply about producing elegant language. A transactional lawyer must identify risks, determine how to allocate those risks, understand the client’s objectives, anticipate potential disputes, and translate those decisions into precise contractual provisions.
My comparative background also allows me to encourage students to question why a particular legal rule exists rather than simply memorize it. Looking at another legal system can reveal that rules we sometimes regard as inevitable are, in fact, policy and institutional choices. - What does your international background contribute to your work as a scholar?
It allows me to move between legal traditions and understand legal problems from multiple institutional perspectives.
Having studied and worked within a civil-law environment before developing my academic and professional career in the United States, I have experienced firsthand how lawyers trained in different systems conceptualize similar contractual problems differently.
That perspective is particularly valuable in commercial law because modern transactions are often cross-border. Lawyers need to understand not only the law governing a transaction but also how counterparties from different legal traditions may approach concepts such as contractual interpretation, good faith, hardship, and force majeure. - What do you hope your scholarship will contribute to American contract law?
I hope it contributes to a broader discussion about how American contract law should respond to systemic disruption.
Rather than treating extraordinary events as isolated anomalies, I think contract scholars and practitioners should consider how legal rules influence risk allocation before, during, and after major disruptions.
My objective is to examine whether aspects of comparative law can help develop rules that provide greater predictability while preserving contractual autonomy and appropriate flexibility.
Ultimately, good contract law should help parties understand the consequences of their agreements before disputes arise, not merely give courts tools to resolve disputes afterward. - What are the broader implications of this research for businesses and practicing lawyers?
The implications are quite practical.
When the law is uncertain, lawyers may respond by drafting increasingly detailed provisions to address potential contingencies. That can increase transaction costs, and even very sophisticated contracts cannot anticipate every possible event.
Conversely, clear default rules can provide a background against which parties negotiate. Parties who prefer a different allocation of risk can still contract around appropriate default rules where the law permits.
That is why questions about force majeure and contractual risk are not merely theoretical. They affect contract drafting, negotiation strategy, pricing, litigation risk, and commercial planning. - Where do you see your research developing next?
My broader research agenda examines how contract law allocates risk in increasingly complex and standardized commercial environments.
Force majeure provides one important entry point, but similar questions arise with boilerplate provisions, standardized agreements, technological contracting, and potentially AI-assisted contract formation and drafting.
I am interested in examining how contract law can maintain predictability and freedom of contract while responding to changes in the way agreements are negotiated, drafted, and performed. - What perspective does your combination of transactional practice and comparative legal training bring to American contract-law scholarship?
I hope to contribute a perspective that combines comparative scholarship, transactional experience, and practical legal education.
My professional experience taught me how contractual rules operate inside actual commercial relationships. My comparative background allows me to examine those rules across legal systems. Teaching also gives me the opportunity to translate both perspectives for the next generation of lawyers.
I see those dimensions as mutually reinforcing. Scholarship can identify problems in doctrine; practice can reveal their real-world consequences; and teaching can prepare lawyers to address those problems more effectively. - How has your scholarship and work in contract law been recognized within the academic and legal communities?
My scholarship has increasingly created opportunities for engagement and recognition within academic and legal communities. I presented my research on comparative contract law and force majeure at academic conferences, where I discussed the work with scholars in the field, and my article examining the French and American approaches to force majeure has been accepted for publication in the South Carolina Journal of International Law & Business.
My work has also extended into legal education. At Boston University School of Law, I co-taught Contract Drafting and was invited to contribute as a guest lecturer in Negotiation, bringing my transactional experience and comparative perspective into the classroom.
As I continue developing this research agenda, I hope to deepen that engagement through publication, scholarly exchange, and continued participation in academic and professional legal communities.
Interview
INTERVIEW:Tinubu’s Tax Reform Bills Are The Best For Nigeria Now-Mikko
Honorable Bernard Mikko, a former member of the House of Representatives from Ogoni, Rivers State from 1999-2003 spoke to ourcorrespondent the merits of the Federal Governments fiscal and economic policies, especially the controversies surrounding the tax reform bills.
Excerpts:
- The Federal Government has introduced far reaching economic reforms, the latest being the four tax reform bills, which seems to be generating controversies, what is your take on the fiscal and economic policies of the Tinubu administration generally?
(1)The Federal Government is an APC government that succeeded itself. From President Muhammadu Buhari to President Ahmed Bola Tinubu. They both campaigned on the change mantra, and the president vowed to continue from where his predecessor stopped. After sixteen years of the PDP administration, Nigerians were desperately in the mood for change. Including the change of economic, social, and political well-being of the people. The APC touted itself as that agent of change. Politics and political leadership set economic renewals and growth, even as the former dwindles, while the latter will still be subsisting. Change, they say, is inevitable in an active society. The tax reform bill is a major policy instrument for socio-economic change. It defines the essence of commitment to our unity, political development, and economic growth. As you know change anywhere in the world comes with innitial pains, apprehension and fear, it creates anxiety and generates controversies, sometimes founded on primordial identities and filial pieties and cleavages, particularly in diverse and multi racial societies like Nigeria. Interestingly, controversy is the nature of politics, and expectedly so in Nigeria, with the introduction of the four tax reform bills as a measure of the fiscal policy of the new administration of President Ahmed Bola Tinubu
- Let us talk about the tax reform bills in particular. Would you say they are timely, given the socio- economic realities of the country?
(2) Nigeria inherited a colonial administration based imperial adventure and exploitation. Economic development and social welfare weren’t on the agenda of the colonial regime. Since 1933, there hasn’t been any major tax reform or fiscal policy that will put Nigeria on the path of economic growth and development. So, the reform isn’t only timely but long overdue. With hindsight, there could be no other time than now as time waits for no one. Anytime is God’s time. - But some sections of the country expressed reservations about the bills, alleging that they were targeted to estrange them. Taking a critical look at the bills, is it possible that any one of them may tend to target a particular section of the country?
(3) The so-called reservations expressed by some sections of the country are generally a symptom of the geopolitical nature of our country. Anytime the political leadership of the country is from one section, the opposite section appears to be nervous, sometimes in mischief. Looking at the gradients of the bills, I would say that the economy and the general well-being of the people are the target. But looking critically at the data from NBS provided by the Chairman of the Tax reform committee, Lagos and Rivers states appear to be on losing side, falling from over 80% threshold in the current tax regime to less than 15% in the envisaged fiscal policy administration. This is one of the sacrifices we have to make as a nation going forward, to be our brothers’ keeper in time of need and support. - The Senate had earlier passed the bills for second reading, only to suddenly turn around and set up a committee that will study the bills’ advice on their desirablility or not. As a former lawmaker, would you say the manner with which the bills are being handled are procedurally correct?
(4) The suspension of legislative action on bills by the Senate is strange, authoritarian, and undemocratic. In civilised parliamentary debates, critical stakeholders will be encouraged to present their views , which would enable parliamentary committees to reach a near consensus or cause a vote on clause by clause basis. The Senate presiding officer acted in error by suspending further legislative action and abdicating her constitutional responsibility to the executive arm that formulated the bills and sent them to the National Assembly. In proper parliamentary procedures, once a bill is introduced and read for the second time, it can’t be suspended based on speculations or sentiments expressed outside the chambers but can be withdrawn by the president in consultation with the leadership of the National Assembly. As a politician with cognate parliamentary experience, if the Senate in particular or the National Assembly in general is unable to carry out their functions of law making and representation, let the bills be withdrawn for the executive to conduct a referendum on the desirability of taxation as a major policy item on exclusive list in our Constitution. In this context, states, principalities, and regional governments would be a position to determine their fiscal priorities based on their culture and socio-economic understanding.
- Given the contro easy the bills seem to be generating, what would you suggest as the best approach to solving this serming quagmire?
(5) Political debates in most times ignite tensions and controversy. Stakeholders should engage in healthy debate with empirical data to support their claims. Without data and facts, it’ll amount to speculation and mischief. My suggestions are:
(a) allow full parliamentary debates without hindrance in the National Assembly.
(b) If the National Assembly is unwilling to continue deliberation on the bills timeously( as in the case of the Petroleum Industry Bill that lasted over 20 years in the the National Assembly), the bills should be withdrawn, and the issue of taxation presented directly to the Nigerian people through a referendum, not through our representatives in the National Assembly.
- Some analysts feel that the general mood of the country could make President Bola Ahmed Tinibus re- election in 2027 suffer as a result of these bills in particular. Do you think that could be the case?
(6) The bait of possible scenarios in the next general election is highly speculative and apparently mischievous. It takes a committed and courageous leader to move a nation out of economic quagmire, and such decisions are unpopular and painful. Patriotic leaders make painful decisions and not smear campaigns that would be appreciated decades later. Our heritage and prosperity provide the foundation of our power, not docile followship, weak leadership, or a fragmented population.
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