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Sheriff Holds The Ace In PDP Crises – Hon Mikko

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Hon. Bernard Mikko, from Ogoni Area in Rivers State started his political career as a Councillor in 1988, and rose to become acting Chairman of the local government then. That local government, Bori, has now been divided into four LGs of Kana, Gokana, Eleme and Tai local governments. In 1998, upon the death of Abacha then as a member of the defunct Social Democratic Party, SDP, he joined forces in forming the Peoples Democratic Party, PDP, Where he was elected to the House of Representatives, representing the Kana and Gokana constituency. He served as Special Adviser on Monitoring to the former National Chairman of the party, Dr. Bamanga Tukur from March 2012 to 2014 when Bamanga resigned. He believes it is time to re-position the party for the grave challenges ahead. He spoke with a team of nationallTRAIL editors.

What in your views were the immediate and remote causes of the crises in the PDP? In political theory, they say, it is said power corrupts but absolute power corrupts absolutely. Now, the issue of opposition in Nigerian politics is not new and it didn’t start with the PDP and APC. It started in the colonial era when the nationalists fought for the nation’s independence from the British who had the policy of divide and rule as its strategic tool. They handed over to who they felt they wanted. Upon independence they handed over to the people they wanted to rule. Then upon independence, the same divide and rule tactics manifested itself in the party system and even in the entire political system, leading to the collapse of the first Republic when the military took over. Even the military as a very highly disciplined organization anywhere in the world, there were counter-coups, coup de tat and sharp divisions and that division within the system still manifest itself up till this very day. So we can see that the solution to Nigeria’s problem is neither in APC or PDP but in the polity or the system itself. Let me now give why there is an overt political turmoil in the party. Political parties are formed by like-minded people coming together. They share basic ideology but this is lacking in our system. The people that formed the APC, PDP and all these political organizations are just strange bedfellows, not sharing any basic values or ideologies but coming together to wrest power. Before independence, they came together to capture power from the British. After independence, they came together to take over power from the military. That is what has manifested itself. The President that took over in 1999, was virtually out of the political scene, he was packaged by the system just to give power so you strange bedfellows coming together without sharing any values or basic ideology. Now the party has been in power for more than 16 years. We produced three presidents in a row, back to back. With this concept of power corrupts but absolute power corrupts absolutely, so many things were taken for granted. We have a constitution in the party and we have the rule of law that governs society. Because majority of people were in the PDP, and a few were in opposition, they felt might is right and when elected officials make mistakes nobody is bold enough to tell them in them face that sir, I don’t agree with you. You can’t see anyone having any contrary view. You can’t see a Commissioner or a minister resigning his position because of ideological differences. Now, that has led to many party chairmen elected on the platform of the PDP resigning before the end of their tenures. That is because we had a strong block that became so very powerful under the second term of Obasanjo’s administration apparently because he was looking for their support in his third term bid. So he gave them a lot of powers. When he lost the constitutional amendment that would enable him a third term run, Yar’adua that took over from him couldnt sustain the tempo because of his illness so the Governors Forum became the group that filled the gap standing between the Nigerian people and governance. They became a rallying point of authority. You would remember the budget issue. Budget has been signed, it has not been signed. Governor Bukola Saraki then was the Chairman of the Governors Forum. So he started briefing Nigerians as if he was de facto President. Then when he left, Amaechi Stepped in. He became so strong that anything they wanted they would go to the President and put pressure on the President and insist that let this National Chairman resign .The would have no choice than to ask him to resign. Now we do not have a President that they can put pressure on that would whip everybody in line. We are an opposition party. If candidates are imposed there is no federal structure within the grip of the PDP to ram the person through an election. So what you are seeing today has been existing. It is just that the choice they made now… they wanted to bring in Modu Sherriff to continue the same impunity but they met a brickwall. If you look back when we lost the general election, the presidential election, the Muazu resigned. Other members of NEC stayed on and in line with our constitution, Article 47 of our constitution, the deputy national President is from the south, is supposed to step in and act for three months. And within that period they would get a substantive Chairman from the zone where the other Chairman came from. But this fid not happen as Secondus stayed on for eight months until Barrister Ahmed Gulak went to court enforcing his fundamental human rights, saying it was unconstitutional for him to remain acting for more than three months. The court on the 16th December, 2015 gave judgemnet that Secondus continued stay was illegal and unconstitutional. That decision was appealed for a stay of execution but on the 3rd of January it was quashed and thrown out paving a way for Gulak to declare himself Chairman of the party after invading the party secretariat. At that point it was now obvious that Secondus can no longer hold to the position of either acting National Chairman or in any capacity. It was at that point they called in Sherriff. From what we understand he was considered about the only person who has the courage and capacity to hold all persons together and do the needful to see the party through transformation and reformation and reposition the party for victory. If you look at the judgment certificate that gave Gulak the judgement, it said that “ Barrister Ahmed Gulak or any other person could take over the position of the Chairman.” But why some people in the party opposed the idea of Gulak was perhaps the need to get a more acceptable personality and some of us conselled that there was no need for him to be selfish by insisting on taking over the party. That is how Sheriff came in. We had our reservations about Sheriff emerging Chairman of the party but
they were smart enough to immediately call the NEC ana formalized his emergence. They conducted election on behalf of the National Convention. At that point, all of us that were in the same camp with Gulak felt since these things have been formalized, and we had the arguments to and forth we have no choice than to tow the party line. They now scheduled a convention to fill in other party positions. From what we understand two days before the Convention in Port Harcourt after they notified the INEC, a court order came from a Lagos High Court saying that the Office of the National Chairman, National Secreatry ang Auditor, would not be monitored by INEC, that was on a Friday. Then on Tuesday, eve of the election, another court order came apparently from Abuja saying that 17 other positions that make up NEC should also not be contested. Sheriff as a law abiding Chairman put off the convention. After putting off the convention, everybody would have been quiet and gone home but what we saw is now the problem of the party. It suggests there selfish interests in this whole drama running through your party ? Obviously, there is so much impunity. Impunity could arise from selfish interests of some undertakers trying to own the party. That is indeed the condition in the party today and most of our stakeholder, most Nigerians don’t seem to understand that for the fact that most of them are Governors doesn’t makeit right. People shouldn’t at Sheriff or the Governors but what the law says. Does the law allow for a caretaker administration or an interim contraption? Those that are pro-Sheriff are saying follow the law. We are not saying that w are supporting Sheriff because it is Sheriff but because we have looked at the law and he merits. We have also looked at the contraption called caretaker committee, we can not also find that one in our constitution. Even in the Military era, the Babangida administration also tried such a contraption by setting up the interim government. He was challenged and Justice Bassey Ikpeme then ruled against, thus ending the illegal reign then. The judgement led to the collapse of the Shonekan administration, paving way for the then government by late General Sani Abacha to start. This exactly what we are seeing in PDP today. It is just that people are not vocal . We have a society that hopes on what they can get from the leadership. The unemployment rate is high. They can’t speak the truth before these elected officials. Initially, it appeared the governors stood behind Sheriff, soon they backed out. Why do you think they moved against him? Like I told you the arguement thet put forward was very suspicious and I was very circumspect until they formalized.At that point I was not looking at who was bringing him but the due process. After NWC adopted him, presented him to nEC, they did an election. If it was merely to complete the tenure of Muazu, then it was not necessary because his tenure ended 26th of March. Then there wouldn’t have been need for a NEC meeting just for him to stay just two, three weeks. When they formalized his stay, at least we agreed but I think there some other forces behind the scene which we have not seen. I have listened to arguments by two of the Governors saying or that the made a mistake by bringing Sheriff. I think they should be punished by this mistake. Nigerians and party supporters should punish them. I have alos listened to the caretaker Chairman who said that the APC is sponsoring Sheriff to cause disaffection through the ranks of the party. It is common sense. If you are loking for APC agents in PDP, you should go and look at those who marketed Sheriff. When he was in his house and they had to convince him for two days, they they may just be the real APC agents, since he did not on his own foist himself on the party without their prodding and support. They showed to NWC, from there to NEC and today they are labeling him an APC agent? They are the real APC agents. I have never heard anywhere that APC agents carried Sheriff from his house and forced on the party either in either in Wadata House or anywhere. Do you think Sheriff deserves an apology for this seeming embarrassment he has been put through? Honestly, they should apologise to him. Because the reasons they are given appear superstitious. It is not based on facts. When you argue on religious matters, you argue based on superstition. These issues they are playing up cant be substantiated. Sheriff has gone to court and is parading the papers supporting all these. So what is there problem? I think if they want this party to move forward they should rally round Sheriff. There two options. Get along with him or persuade him to resign. Who holds the ace as it is now? Sheriff holds the ace.

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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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