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Probe Of Past Administration In Bauchi Diversionary – Yuguda’s Aide

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Alhaji Salisu Ahmed Barau was the former Commissioner of Information and Religious Affairs under the past administration of Governor Isa Yuguda in Bauchi state. He recently spoke on the probe of his administration by the incumbent governor and allegation of withdrawal of N1 billion in one day. Our Correspondent, Sule ALIYU was there. Excerpts

Sir, it was alleged that the government you served under the leadership of Governor Isa Yuguda withdraw N1billion naira (One billion Naira) in one day with different cheques How true is that allegation? I am happy you asked me this question because I also came across a publication or a video of the assertion by the present government it baffles me, not only me, everybody that is a bona fide citizen of Bauchi State to have heard that the present government is still crying, what of the question of the ecological fund. If I understand you very well he is talking or he was talking on the N2 billion ecological fund and out of it, according to him, the governor went and withdraw about NI billion in a day, now I am going to look at it from two perspectives, one from the perspective of the person that have served the government in question, that is the government of Mallam Dr. Isa Yuguda. Now, if I am going to talk about this, I will look at it from one, either this man is trying to cover his administrative deficiency, he is trying to a kind of evade people’s judgment on his legacies of a kind non- performance or two he is trying earn the sympathy of the citizens of the state or Nigeria at large otherwise I couldn’t have seen any reason why at this materials time, one year three month of his government he is still crying, you apportioning blame on the out gone government of Mallam Dr. Isa Yuguda even haven known the capacity and the contributions of Mallam Dr. Isa Yuguda the development of Bauchi State a foundation laid by Mallam Dr. Isa Yuguda upon which he is riding smoothly now, that is one, two, the ecological fund in question, to take you back a little, somebody petitioned ICPC even when Mallam Isa Yuguda was in power on the same issue of ecological fund, ICPC waded into the matter. Investigated and found Mallam Isa Yuguda blameless and I am sure the present governor knew about that, we therefore couldn’t see any reason why he will also be talking about the particular ecological fund, and I overheard somebody saying or I read somewhere that he is complaining that EFCC or ICPC were knocking at his door, I wouldn’t believe a person of his caliber will begin to cry because EFCC or ICPC was knocking at his door for the offence of somebody, that is ridiculous, if ICPC or RFCC could come to him, they are coming for his own offence not for Mallam Isa Yuguda, that is the third point I am trying to make and therefore if ICPC itself will come and investigate Mallam Isa Yuguda and find him blameless, what should at this particular moment the present governor be crying about this particular issue. Then on the question of withdrawing one billion naira in a day, I think if withdrawal of funds is against the ethics and privileges or rules and regulations governing withdrawal of funds from the Banks, banks are there to take care of the issue themselves not any other governor again and the issue is not on the amount of money withdrawn from a particular bank and on a particular day but the way and manner it was spent, was the money spent judiciously on it that money was spent judiciously I don’t think it is the question been crying about that the people of Bauchi State knew where and how Mallam Isa Yuguda spent whatever was accrued to the State government directing his tenure, therefore, I think it is immaterial at this particular after one year three month this man to now come out and be crying rather than facing the challenges he is facing in the state, he is now trying to cover this administrative non non-challant and kind of deficiency, wasting his time and our time crying where he is not suppose to cry, that is my assessment of this particular issue. So, Sir can you please expatiate on how the money was spent ? You can agree with me that I used to be the commissioner for information of the state towards the tail end of the administration I knew also that there were a lot of ecological problem in Bauchi State, there was the flood of either Darazo, Alkaleri and many other local government areas, there are other issues that are related to environmental degradation like refuse and refuse collections and I hear that the governor did very well in that particular regard, some local governments across the state including those in the Northern part of the state had a very good drainage system courtesy this particular ecological funds allocation to the state. You understand? And I think the people particular those areas that were ravaged by flood and environmental hazards and so on and so forth are the best even the people to say categorically what Mallam Isa Yuguda did in his tenure in the course of getting this particular ecological fund this governor is talking about, he should rather you know focused on how to maintain these legacies, those structure those foundations Mallam Isa Yuguda lain in almost all the areas of the economy in the state rather than coming out at this particular moment after spending one year three months in the State without any or without tangible projects to show for it crying when his is not suppose to. Is the Governor trying to point out that the Government of Mallam Isa Yuguda has recklessly spent money on other things that he has not even paid salaries for four months? I will oppose this question philosophically, if the present governor or the government says that Mallam Isa Yuguda went and left a debt of about four months
salaries, I will want to rather ask. Does that mean that Mallam Isa Yuguda stopped payment of salaries in Bauchi State from January 2015? Because Mallam Isa Yuguda left this government by 28th May, 2015 and as far as I am concerned and as far as all civil servant including the citizens of Bauchi State were concerned Mallam Isa Yuguda had been prudent, had been effective in terms of not just in terms of payment of salaries but in terms of developmental projects and when you come to the payments of salaries Mallam Isa Yuguda spent about 7 months, I mean about 7 years and almost 7 months paying salaries as at when due, there were times and occasions when Mallam Isa Yuguda gave bonus to civil servants of Bauchi State and at the end of the day, you know a kind of how do I say it? A of waved it for the civil servants of the state, they are there to say it, Mallam Isa Yuguda had about 177 interventions in the civil service of Bauchi State numerous among which are the owner occupier policy of the government by selling to civil servants of half the price of houses, brand new cars in service training a kind of facilities provision in the offices utility vehicles and so on and so forth to mention but a few all these things were initiated by the governor in his tenure and not only that, Mallam Isa Yuguda abrogated the obnoxious Bauchi policy what they called Bauchi formula civil servants in Bauchi particularly for instance the permanent secretaries in Bauchi were receiving a paltry sum, judiciary also, the Judges you know they were receiving something very shameful, Mallam Isa Yuguda came, abrogated abolished those Bauchi formula enhanced the salary packages of the judges, the permanent secretaries, promotions went ahead, teachers were recruited, you understand, facilities in the offices were all enhanced, you understand? And at the end of the day permanent secretaries was receiving more than four hundred thousand naira a month, even more than the salary of the commissioner in Bauchi State. Sir, you are part of this government how…………… cut in I am coming, let me clear the issue of this four months’ salary. On the question of this four months’ salary this government is talking about to the best of our knowledge Mallam Isa Yuguda went and left one and half month salary and I will explain to you how this happened. When government noticed there was going to be some problems as a result of falling in the price of the crude oil upon which the whole federation is relying, we sat down, the government sat down called the labour, discussed and presented the issues to labour, presented about three options, one, it was either the civil servants, civil servants strength to be reduced, second, either those who were found to have faked certificates
in civil service, redundant workers and so on and so forth to punched out of the service and lastly or the civil servants to forfeit ten percent of their salaries, the government presented those options to the civil servants through their labour unions then, and fortunately in front of the governor the union accepted the last option which is the ten percent kind of contribution to the coffers of the state so the government should be able to continue payment of the salaries, maintain our schools who were about to be opened and there was no food for the boarding students, be able to pay pension and then settle some parts of the gratuity that was accrued on the government. Now by the time they agreed and left the government house, crack just emerged in the labour some agreed, some did not, those agreed they decide to say ok let the government went ahead by deducting the ten percent. The major body of the labour refused, then at the end of the day they went on strike and when they went on strike, the government now came out and ok, since you have agreed in front of me and now having gone out and disagreed now I am introducing the policy of no work no pay. Now based on that disagreement within themselves teachers of tertiary institutions and ASUP, our university
lecturers and other tertiary institutions refused to join the strike, ministry of health too with all the associations there in did not even joined, secondly school teachers also didn’t joined that was in March and Mallam Isa Yuguda therefore said all those who did not join the strike should be paid their March salaries and they constitute more than half of the civil service strength in the state and now that problem lingers up to April and by April which means Mallam Isa Yuguda paid half salaries of March, you understand? Then April also came, campaign were there, problem s emerged and so on and so forth, political office holders, contractors, feeding in schools were all there, Mallam Isa Yuguda now focused on the issue of contractors, school feeding programme and the payments of some entitlements of his political appointees, therefore there was no salary in April which means now half salary in April, one and half month then by May Mallam Isa Yuguda left 29 and therefore, it is incumbent upon the governor to be able to know how to maneuvered and pay his own May salaries and if you understand me with this analysis, I would know or couldn’t where he got the issue of the four months’ salary that he has always been for the past one year and almost three months that has
always been crying about four months salary, for God sake, where did he get the four months’ salary that Mallam Isa Yuguda did not pay? That is why I started by asking you question does it meant that Mallam Isa Yuguda didn’t pay up to May 2015? If that is not the case then why would he be crying after one year, since from the day he was sworn in till today? Crying about 4 months’ salary owned to the people of Bauchi State by Mallam Isa Yuguda. That is the factual presentation concerning the issue of salary Mallam Isa Yuguda went and left, it was only one and a half month salary Mallam Isa Yuguda that he did not pay and he went. You mentioned that the salary issue is part of the handing over note of Governor Isa Yuguda to Governor Abubakar. Of course, there are many issues in the handing over note that this man closed his eyes against and went out of his way and began to look at issue of aircraft belonging to Bauchi, I even quoted the page where this issue of aircraft came our boldly yet they went out and were saying Mallam Isa Yuguda have stolen the aircraft of Bauchi or the aircraft of Bauchi was missing, the issue of salaries too was there in the handing over note for them to see. So we couldn’t actually…. Have
a governor will crying for one and , for almost one and half year about issues that are supposed to be dealt with professionally by him. Two things will come to your mind, it is either he is not capable of handling the state or he is trying to cover his deficiency administratively and that is not you know good enough for a person of his caliber, you know if you campaigning to become a governor you should know that governance is all about proficiency, governance is all about patience, governance is all about a kind of knowledge about so many aspects, finance, administration, patience and so on and so forth. You should be able to absorb all shocks that any eventually face you as a governor. The problem he faced when he came into power the question of Hajj operation was there when Mallam Isa Yuguda came, fertilizer issue was there when Mallam Isa Yuguda came, Bauchi formula was there when Mallam Isa Yuguda came, dilapidation of educational structure across the state were there Mallam Isa Yuguda came and the issues of salaries were also there when Mallam Isa Yuguda came the way and manner Mallam Isa Yuguda came and handled those issues within the first two years, three months of the government will marvel you. You understand? Mallam Isa Yuguda within the first 6 months of Mallam Isa Yuguda, he was able to procure instructional materials books and other things to education with over 2 billion naira for the people of Bauchi State. Mallam Isa Yuguda in the first one year was able to renovate over eleven to fifteen secondary schools across the state, he was able to build over 250 classroom block across the state under SUBEBV. I remember within the first tenure road construction within Bauchi metropolitan itself constructed about 27 kilometer road network within Bauchi metropolitan and what is he to say about Mallam Isa Yuguda, here look at that new specialist Hospital they could not even maintain it now, the place, I went to the hospital last few days it was in darkness, most of the infrastructures in the hospital are been stolen, they couldn’t maintain it. Look at our international airport that he is using now, hwo built it? In the whole of Northern East we have only one teaching hospital Mallam Isa Yuguda struggled and got one for us, the teaching hospital is here they were saying Mallam Isa Yuguda stole the amount money paid back to him as a kind of re-imbursement for the teaching hospital, they had the mouth to say all these things, he built and equipped to international standard, specialist hospital and they could not maintain it now. Look at road network across the state, somebody came in and was saying he was even putting about 20 thousand naira for betting if Mal. Isa Yuguda had complete the Gumau/Rishi/Rahama Road, when the project was completed up to our border. I think is like the man even doesn’t know where Bauchi is, so this kind of thing, I think Bauchi is one of the states that political gladiators are supposed to be friend and brothers where they are supposed to put brothers where they are supposed to put heads together and kind of sort out problems and push forward the progress of the state. During the tenure of Mal. Isa
Yuguda all the political gladiators, in the National Assembly, in the state Assembly, sons and daughters that are important to the state hold together as friends to move the state forward, what is happening today: members of the National Assembly fighting the governor, the governor fighting the members of the National Assembly, crack within the APC, today crying about this and tomorrow crying about that while the state is suffering from it. What do you think is the cause for rift between the National Assembly, stakeholders and the governor in the state? It id just the governor’s lack of political dexterity, that is just what I am going to say, you are the father of all, the governor doesn’t have to look at everybody as an enemy, even if somebody is your enemy he is under your government. He is the citizen of the state, call him, sit him down and sort out your problems and move forward. If you are talking of the problem between the governor and the members of the National Assembly what then are you going to say about the crack within the party in the state? Once you supported one of the candidates that were vying for the office of the governor against him, you are his enemy, he will be fighting or you will be fighting him in the state. You remember when Mal. Isa Yuguda, all the parties made presentations to the government and all political appointments were given to all the political parties in this state because Mal. Isa Yuguda knew he came through a resolution, everybody participated, everybody contributed and therefore he made a very large government that accommodated everybody, from all shares and spheres of life, whether you were ANPP, whether you were PDP, whether you were APGA, whether you were everybody, you were fully represented in the government and that was what brought the sanity the tranquility, the peace and progress in the state. Mal. Isa Yuguda to a large extended abrogated or abolished the issue of indigene and non-indigene in the state in his political appointments he was the first governor to establish an office of the adviser, Christian matters adviser, Igbo issues adviser, community relations adviser, Yoruba and so on. Everybody that was in Bauchi was part and parcel of the more government of Mal. Isa Yuguda regardless of whether you are in ANPP or you are in PDP, is it what is happening now? My advice is for this man to sit down and forget about fighting everybody, call them, call all the people that you think are your perceived enemies, call them to your table, let them tell you what is their problem with you and then come out with the solution and then solve the problem so that you face the challenges and move the state forward that is just what I am trying to say we are all sons and daughters of this state and have something to contribute if I cannot be part of the government, at least I will be able to say something that will progress the government but by the time you think I am an enemy to you, you will not approach me, I will keep quiet and I will forget about the hell of what you are doing as you regard everybody as an enemy, the Hausa man says ‘Hanu daya baya daukan daki’ you as a governor you
cannot be the messenger, you cannot be the driver, you cannot be the state assembly, you cannot be the member house of reps, you cannot be the permanent secretary, you cannot be everybody, no matter how intelligent you are you cannot be enough for yourself, you need people around you. What if he refuses to adhere to the advice given to him? To God be the glory, we will keep praying for the state, as long as we know he will finish his own and go, whether you do good or bad you will leave, either your tenure expires or God may decide to take your life away. Somebody won an election and before he was sworn-in he died. Somebody was the president, he was on the seat, he died and somebody finished his tenure he died. So the issue of what will happen to the state belongs to Allah Subaha wata Allah and we are praying Subaha wata Allah to continue to sustain the foundation Mal. Isa Yuguda laid in this state, to be able to sustain the fragile peace the government of Mal. Isa Yuguda through the assistance of our traditional rulers, the synergy established by Mal. Isa Yuguda among security men and women in the state, that just prayers that will say but actually the situation now is very pitiful and is laughable even if the governor cannot put hands together with the stakeholders across the state and fighting everybody is unfortunate. Gen. Buhari is fine at the top, he has been able to bring most of the people around him so that the country will move forward and what is happening in my state is very unpredictable anyway, APC worn election in Adamawa, is not what is happening here, APC won election in Jigawa close to us here, what is happening here, if you go to Benue, the same story very close to us in Plateau here, what is happening there stakeholders are all friends, they are moving, salaries are not been paid as at when due yet people are fighting each other, what kind of leadership is this? As far as we are concerned we have been trained, we have been admonished by our leaders, by our boss Mallam Isa Yuguda to put our heads together and keep praying for them, even for the government itself even, for the state, for the people of the state so that this problem will be solved one for all.

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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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