(Ugo spots Tunde  walking towards the popular Bar, ‘THE PLACE’ down the road, both sits down and exchange pleasantries)

Tunde: hey man! How have you been? You have been scarce lately.

Ugo: My brother, I have been good oh, it’s just that work, has been really taking my time, I hope say you dey ok too?

Tunde: yea1 I am fine, been working on a project sha (while he picks up and opens a magazine) come, isn’t this the pictures you shot for NZ Clothings the other day? (he tries to pass the magazine to Ugo)

Ugo: (surprised and shocked) are you for real? so they published this and never gave me credits for my works? I think I need to call my Lawyer, TK magazine must rot jail (picks up his phone and dials his Lawyers’ number)

Tunde: jail? Relax man! is there even a crime like this Nigeria?

Ugo: well we are about to find out… Hello Lawyer? How are you? (Ugo explains the situation to his Lawyer)

Lawyer: Ugo, your intellectual property rights have been infringed.

Ugo: Intellectual property rights? What is that?

Lawyer: Intellectual property rights gives the legal and exclusive rights to your ideas. However, these ideas must have been expressed or codified in a tangible form. These ideas, creative works, products, inventions, etc need to be protected for reasons. The World Intellectual Property Organization (WIPO), defined Intellectual Property, as the creation of the mind such as inventions; literary and artistic works; symbols, names, images, and designs used in commerce. Simply put, Intellectual Property is all about when a person decides to treat an idea, creation, or work as a valuable business.  

Why you should protect your intellectual property.

Protecting what is yours (idea, work, product, etc) is very necessary because:

1. As the author/owner, you can make money by selling it to another.
2. It protects your work against any infringement or undue advantage by others
3. It distinguishes your idea or work.
4. You can also earn royalties by licensing it.
5. etc

Forms of intellectual property?

For the purposes of this write-up, we shall be focusing on four (4) Primary forms of Intellectual Property in Nigeria;

1. Copyright
2. Patent
3. Trademarks
4. Industrial design

COPYRIGHT – This form of Intellectual Property gives the creator of a work, the exclusive right to use, distribute, control, or perform publicly. Copyright is governed by the Copyright Act, 2004 in Nigeria. Categories of works which a copyright will protect includes:

• Musical works
• Literary works
• Artistic works
• Sound recordings
• Etc

It should be noted however that:

1. Copyright only protects the expression of an idea, not just the idea itself or ‘mere thoughts in your head’’. 
2. In Nigeria, you do not need to register your Copyright. As soon as the work is created, it becomes copyrightable.
3. Copyrights in films and photographs last 50 years after the end of the year in which it was first published
4. Copyrights in musical, literary or artistic works lasts until 70 years after the year in which the owner dies
5. Copyrights in sound recording lasts 50 years after the recording was first published

PATENTS – This protects original inventions. It is a right that grants inventors the exclusive rights to make, use, or sell. A registered patent is valid for 20 years. This is governed by the Patents and Designs Act, 2004.

TRADEMARK – In simple terms, this means a mark, name, or logo that differentiates one brand from the other. Benefits of trademark? 

• It is exclusively yours. you own it
• You can licence it
• You can transfer it
• You can sue for infringement and get damages

INDUSTRIAL DESIGNS- this form of Intellectual Property simply protects the appearance of a product. You can only make a legal claim of ownership if you register your design. By doing so, you have the legal right to stop other brands from making your design. The registration of a design lasts for 15 years.

CONCLUSION

Ugo: thank you sir, I really appreciate you for this

Lawyer: you are welcome! you could come to my office at 10am tomorrow, so we get to look at the possible legal actions to take against TK Magazine, okay?

Ugo: very well then, I will be at your place by 10 am. See you soon sir. Bye.

A company is essentially an artificial person—also known as corporate personhood—in that it is an entity separate from the individuals who own, manage, and support its operations. Companies are generally organized to earn a profit from business activities, though some may be structured as nonprofit charities

The law guiding the company formation in Nigeria is the Companies and Allied Matters Act, (CAMA) Laws of the Federation of Nigeria (2004). The Act is the guidelines for the formation of any type of company in Nigeria and other ancillary matters.

TYPES OF A COMPANY

There are different types of company formation allowed under Nigeria’s company law. Several people seeking to do business in Nigeria, especially for the first time, often want to know what type of company is most suitable or appropriate in Nigeria.

They are;

1. Private Limited Company (LTD)
2. Public Limited Company (PLC)
3. Companies limited by guarantee and
4. Unlimited Companies.

Having stated the 4 types of companies available for registration in Nigeria, it is very relevant to further restate that among all the 4 types of companies mentioned, private limited liability companies are the most widely used form of business enterprise in Nigeria. Private Limited Liability Company has several advantages, which include but limited to perpetual succession, limited liability, and separate legal personality. Above all, it is the only form of company that can easily and be swiftly registered in Nigeria.

PROCEDURES FOR REGISTERING A COMPANY IN NIGERIA

The procedure for company registration in Nigeria are as follows:

Any person proposing to register a company is advised to speak to a consultant, especially a corporate lawyer, however, the services of accredited agents or lawyers are still requested for attestation of the incorporation documents. The following information must be furnished to proceed with company registration in Nigeria:

Name of the proposed company (two names are to be submitted by the applicant: the proposed name of the company and an alternative name)

Objects of the proposed company (summary of the work or business the company intends to engage in).

Names, addresses and email of the shareholders ( the shareholders can also be the directors

The sharing formula or ratio of the company shares among the shareholders.

Names, addresses, and emails of the first directors of the company (the same shareholders are qualified to also be directors).

Copies of the means of identification of the shareholders and directors, such as driver license, international passports etc.

The availability check and reservation of the name of the proposed company must be conducted with the Nigerian company’s registration agency, Corporate Affairs Commission (CAC).

The consultant or lawyer prepares the necessary incorporation documents and completes the incorporation forms obtained from the CAC. The incorporation documents include:

Duly verified particulars of the director and statement of share capital known as CACForm 1.1

Duly stamped Memorandum and Articles of Association

The individual completes all the incorporation documents with the input of an accredited lawyer to duly attest to the incorporation documents.

The payment of the prescribed fees will now be duly made online and the incorporation documents immediately stamped online.

The stamped incorporation documents will now be duly uploaded into the CAC online portal again for the final review of the commission

If all the incorporation documents are well completed and executed, the commission will incorporate the company and issue an incorporation number immediately online.

Certificate of Incorporation and the Certified True Copies of the other documents will be issued by CAC and received by the consultant or lawyer, usually in less than 48 hours after the company is duly incorporated by CAC

BENEFITS OF REGISTERING YOUR COMPANY

1.  You will limit your liability

As a sole trader or partnership, you are legally responsible for all aspects of your business, including debts and losses. Further, if you sell a defective product or make an error, you will be personally liable. Running a business this way can be risky because it means that your assets are also on the line.

By contrast, a company is a separate legal entity and it is an easy way to protect your assets from your business actions. Debts which attach to the company will not attach to you, which means that you can focus on building your business.

2. You will minimise your tax liability

Depending on how much revenue your business brings in, you will likely pay less tax under a company structure. In Australia, the current tax rate for companies and small businesses is lower than the highest tax rate for an individual. As a sole trader, you are taxed as an individual and your business’s profits form part of your income.

Also, your company will be entitled to a range of tax deductions for advertising, education, and training and repairs and maintenance.

3. You can avoid conflict with your founders

Registering a company helps immensely if conflict arises with your cofounder. When you register your company, the control which owners have is subject to the number of shares they own. The owners will have a clear understanding that their investment in the company is not by any pre-registration verbal or written promises. If a dispute arises, share allocation will also determine who has the most decision-making power.

Similarly, companies can allow you to separate the ownership and management of the business. For example, you may have several shareholders, but appoint managers who do not own the company. This allows the business to be run by expert professionals, who are focused on generating profits for the shareholders.

4. Legitimacy and brand awareness

Think of the biggest brands in the world today – Google, Nike, Facebook. All of these are registered companies. For a business to be as successful and expansive as it can be, having a company structure is necessary.

Registering your company enhances the reputation and perception of your business. A company is its entity, which operates separately from you. You will also be accountable to ASIC and operate under an Australian Company Number (ACN).

Becoming a registered company is also important for any future dealings with third parties, as many businesses will only hire or engage with registered companies. This means that your business contracts will have your company’s name on it, rather than your own.

5. You can raise significant capital

As a company, your ability to attract investors and raise money for your business will be easier. Registering your company gives you the ability to borrow and incur debt but more importantly, sell shares and raise equity capital. If you had any other business structure, then you would need to pay taxes on your income tax statement even if that money is staying in the business.

Raising money could be essential for the development and expansion of your business. It is also preferable for investors to invest in a registered company rather than a sole trader or partnership, mainly because they know that there is a formal structure in place to accept their investment.

Conclusion

Registering a company can be one of the best ways you can expand your business and help ensure its success. Not only will you be free of liability, but lower tax rates will mean that you can focus on turning your business into the lucrative venture you want it to be. If you’re unsure which business structure is right for you, a business lawyer can help you determine which option is right for you.

“My guy, the way this rape issue is going on in this country makes me scared. It’s almost every day I read about it online. It’s like one needs to be careful with ladies these days. Even one’s girlfriend, one has to be careful because it seems every act of sex is termed rape these days”.

The above is becoming the dilemma young guys are having in recent times and it seems that many people do not know what rape is by law and I think everyone must know what rape is.

Rape is an offence that is widely covered by a couple of laws in Nigeria and some of the laws will be considered below.

The Criminal Code(generally used in the Southern part of Nigeria, though most states have their own Criminal Code) by Section 357 defines rape as

Any person who has unlawful carnal knowledge (sexual intercourse) of a woman or girl, without her consent, or with her consent, if the consent is obtained by force or using threats or intimidation of any kind, or by fear of harm, or using false and fraudulent representation as to the nature of the act, or, in the case of a married woman, by impersonating her husband is guilty of an offence which is called rape.

Also, the Penal Code (generally used in the Northern part of Nigeria, though most northern states have their own Penal Code) by Section 282 defines rape as 

1. A man is said to commit rape who except in the case referred to in subsection (2) of this section, has sexual intercourse with a woman in any of the following 

• against her will
• without her consent
• with her consent, when her consent has been obtained by putting her in fear of death or of hurt
• with her consent, when the man knows that he is not her husband and that her consent is given because she believes that he is another man to whom she is or believes herself to be lawfully married;
• with or without her consent, when she is under fourteen years of age or of unsound mind.

2. Sexual intercourse by a man with his own wife is not rape, if she has attained puberty.

In doing a brief analysis of the laws stated above, it should be noticed that both laws are very similar with little differences. The main point is that the woman or lady MUST expressly give her CONSENT and APPROVAL in CLEAR TERMS before any form of sexual intercourse with such woman or lady will not be termed as rape. Also, the CONSENT AND APPROVAL must be out of her FREE WILL to have sexual intercourse with the man and not because she is FORCED or AFRAID of any danger, hurt, harm or death the man can cause if she refuses consent or approval or because she gave consent because she is THREATENED or INTIMIDATED by anything. Also any sexual intercourse with a married woman who gave consent because the man IMPERSONATED her husband and she BELIEVES the man to be her husband will be termed as rape. 

Another very important aspect of rape is the issue of PENETRATION in the case of Ogunbayo V. State, the Supreme Court stated among other things that;

“The important and essential ingredient of the offence of rape is penetration. Sexual intercourse is deemed complete upon proof of penetration of the penis into the vagina. Emission is not a necessary requirement. Any or event of the slightest penetration will be sufficient to constitute the act of intercourse. Thus, where penetration is proved, but not of such depth as to injure the hymen, it will be sufficient to constitute the crime of rape. Therefore, proof of the rupture of the hymen is unnecessary to establish the offence of rape.”

The same as above was said in the cases of Iko V. State, Sunday Jegede V, State, Okoyomon V. State among others.

The point about penetration is that, there must be the insertion of the Penis into the woman’s or girl’s vagina no matter how little or slight even if it is only the shaft or the tip of the penis. It should be noted that to constitute rape, it is the penetration of the penis only and not any other thing or object whatsoever.

You may wonder if a woman or lady can withdraw consent even during the act of intercourse. The answer is YES

In any situation where a woman or lady withdraws consent or approval during sexual intercourse, even if it was granted before the act, it is expected that the man withdraws his penis immediately as further sexual intercourse after the withdrawal of consent will amount to rape.

It will not be surprising to have a question like is it possible for a husband to rape his wife. Considering the laws stated above, it may be impossible for a husband to rape his wife in the Northern part of Nigeria considering the provision of section 282 of the Penal Code subsection ii. 

It is however possible for a husband to rape his wife in the Southern part of Nigeria as the law did not say anything about sexual intercourse between husband and wife unlike the penal code. It should however be noted that proving that will be very difficult.

In conclusion, the punishment for rape under the above-stated laws is life imprisonment. Therefore, men should be very careful and get the express consent and or approval of a woman or lady before having sexual intercourse with the woman. There is no implied consent the consent has to be express. If possible, ask the lady if she wants and is ready to engage in sexual intercourse with you and she must answer in the positive clearly before the act start at all. Also as said above just inserting the tip of the penis is very enough to amount to rape if it is done without the consent of the lady.

SAY NO TO RAPE!!!

Eniola Onanuga Esq (Olojumeta)  

General Legal Practice

Olojumeta0098@gmail.com

08081252982

Maintaining a healthy landlord-tenant relationship in a residential property is a pre-requisite for societal advancement and growth. Good tenant employee relations back-up by a comprehensive tenancy agreement and timely payment of rents are required for a cordial relationship to exist between the parties and to also boost tenant satisfaction. This relationship is one of tenure which means that it is for a period that subjects it to a definite limit.

Generally, a landlord and tenant relationship exists if;

1. The property owner has title to the property and consents to occupancy of the premises; 
2. The tenant acknowledges that the owner has title to the property and a future interest in the property;  
3. The tenant receives a limited right to use the premises; 
4. The owner transfers possession and control of the premises to the tenant; and 
5. A contract to rent exists between the parties (landlord and tenant law may apply even in the absence of a written and signed rental agreement between the owner of the property and the person living on the property, The court will look at several factors, including the owner’s consent to occupancy of the property, the length of the occupancy, and the exchange of monies, goods, or services)

WHAT ARE MY RIGHTS AS A TENANT IN NIGERIA?

1. Right to quiet enjoyment or reasonable use of the premises: If a landlord is found to have interfered with a tenant’s quiet enjoyment or reasonable use of the premises, the tenant may recover damages. 
2. Right to rent property that’s fit for habitation
3. Right to a Compulsory 7 Days’ Notice to Recover Premises: Under the Nigerian law, you are entitled to a compulsory ‘7 Days’ Notice to Recover Premises’ This notice comes from your landlord’s lawyer to notify you that the lawyer will proceed to court after 7 days of serving you this notice, recover the over- held premises on behalf of the landlord. This 7-day notice comes after the expiration of the initial notice to you to quit the property.

We should add here that the ‘7 Days’ Notice to Recover Premises’ can only be served upon the expiration of the initial quit notice. The 7 days’ notice is to be calculated from the day after the service of the notice on the tenant and not from the day of service. If it is served before a ‘Quit Notice’ or during the lifespan of a ‘Quit Notice,’ it is rendered invalid.

4. Right to Written Agreement: A written agreement removes all elements of doubt and ambiguity around the intention of all parties involved (you and the landlord). 

Details that should be included in a written agreement include:

1. Your name as well as the name of the landlord
2. Details of the type of property that is being rented out
3. The location of the property you are renting as well as the features that come with it
4. The period for which the rent will cover
5. The amount of money that is being paid as rent
6. The date payment was made
7. The modalities for an upward review of the rent
8. The duration of ‘quit notice’ to be served by the landlord
9. The person responsible for repair works within and around the property
10. The person who bears the responsibility for expenses like water, electricity and sanitation bills

Before a written agreement can be considered valid, both parties (you and the landlord) are to execute the agreement by signing and dating it with at least one witness each

5. Right to Valid Quit Notice before Eviction: As a tenant, your landlord is not legally empowered to throw you or your valuables out of his/her property without a valid notice to quit the property. Before your landlord can get you to quit his/her property, there must be strict compliance with the Recovery of Premises Law. The duration of the Quit Notice varies according to the conditions of your tenancy as seen below:

1. A one-year (or above) tenancy will require at least a notice of 6 months

2. A one-month tenancy will require a minimum notice of one month

3. A one-week tenancy will require a minimum notice of one week

It is important to add here that you and the landlord can agree on a different duration for the quit notice in the written agreement. What this means, for instance, is that even though the law stipulates that your landlord should give you a notice of 6 months to quit a tenancy of one year, it can be reduced to a month or a week’s notice through the written and signed agreement.

Real estate experts have repeatedly emphasised the need to go through the agreement with a property lawyer before you append your signature to a tenancy agreement. The real estate space is replete with stories of tenants like you who signed a tenancy agreement to be evicted without a ‘Notice to Quit’ without realising the full implication of what they were signing. Never forget that the law does not care to know if you understood what you were signing or not. In law, this is known as ‘ignorantia legis non excuse‘ (ignorance of the law is no excuse). If you sign a legal agreement that limits your rights, you will be bound by the same agreement. Under the law, this is known as ‘volenti non fit injuria.’

Sometimes the action or inaction of a landlord may constitute a constructive eviction. A constructive eviction occurs when the landlord has made living on the premises unbearable or impossible. For example, assume that a landlord has refused to provide heat to rented premises. This constitutes a constructive eviction, and the tenant is not liable for rent.

Also, take note that any person issuing a Notice to Quit can’t do so legally without the written authority of the Landlord to do so

WHAT ARE MY RIGHTS AS A LANDLORD IN NIGERIA?

1. Right to receive rent: A landlord has the right to receive regular and periodic rent form the tenant for the use and occupation of his premises. Rents can be collected weekly, monthly, quarterly, half-yearly, and annually as agreed by the landlord and tenant. However, how the rent is collected determines the period of notice to which the tenant is entitled to.
2. Right to reasonable periodic inspection of the demised premises: The landlord is permitted by law to enter into the demised premises to carry out routine checks on how the demised premises is being used. However, before such checks, sufficient notice has to be given to the tenant in the manner stipulated in the tenancy agreement.
3. Right to review rent: A landlord has the right to review his rent upward (and sometimes, in the face of economic realities like economic meltdown, downwards). Such rent reviews have to take cognizance of the prevailing rate in the area and the special circumstances of the property so that they are not viewed as arbitrary or unreasonable.
4. Right to lawfully eject a tenant: A landlord has the right to lawfully eject a tenant whose tenancy has been determined following the Tenancy Agreement or by operation of law. It is illegal to use self-help by inviting thugs or “Area-boys” to assist in ejecting a tenant. One can be liable for the crime disruption of public peace and criminal assault among others.

There are a few lawful grounds for an action to recover premises;

1. Arrears of rent: The rent lawfully due must not be more than the standard rent and must be in arrears of at least three months from when it was due. Furthermore, it is the tenant’s duty to seek the landlord and pay their rent so any excuse that the landlord did not come to collect rents is unpardonable.
2. Breach of an Express Covenant: Covenants are the terms of the lease agreement. An example of an express covenant would be the use of the premises. The lease agreement may specifically provide that the premises be used for residential purposes only. If the tenant converts the use to a commercial or religious purpose, that would be a breach of the user covenant. This would be a basis for the courts to make an order for possession in favour of the landlord.
3. Notice of tenant’s intention to vacate the property: if a tenant informs the landlord that he would move out of the property at the end of the current term, the landlord may agree with another person to let the property to them when the present tenant leaves, if the tenant does not vacate the property as anticipated, the order for possession may be granted.

TENANCY AGREEMENT

Drafting of a comprehensive tenancy agreement requires the services of a competent lawyer, who will concisely spell out the duties and responsibilities of both the landlord and the tenant is sometimes ignored by some landlords or not drafted at all. In the absence of a comprehensive tenancy agreement, conflict and soar relationship between the landlord and the tenant may arise, when one party is not satisfied with the conduct of the other.

Unconscionable Agreements are ones that unduly favor one party (which is usually the landlord) over the other. To avoid being manipulated into appending your signature to dubious tenancy agreements that can come back to haunt you, consider hiring a real estate lawyer to protect your interest.

The following are some quick tips for individual intending to rent a property;

1. Know what your expectations are before searching for a property. If your requirements aren’t offered at a particular property, then move on.
2. Submit completely accurate rental applications regardless of your shortcomings, Lying on an application is almost always grounds for denial or later termination of a lease.
3. Ask the right questions: Do not be shy when searching for a home to rent. Ask as many questions as necessary to make sure that you are comfortable with the decision you are making.
4. Get it in writing. If a landlord has promised a repair, new carpet, new appliances, or anything else will be done as a condition of your lease, then be sure to get it in writing, preferably on the lease document. Promises don’t get things done, written agreements do.
5. Read your lease completely. Never jump into an agreement orally or without a property lawyer to guide you. Don’t let your current relationship with your landlord becloud your judgement. Relationships can go sour, which can leave you in a difficult situation in the absence of an agreement that is legally binding on you and the landlord. 
6. Complete or request a walk-through to assess any existing wear or damage.
7. Pay your rent on time. That’s easy enough when everything is going well, but what about when things are not? Your best option is to contact the landlord as soon as you see a problem arise, and work out an agreement to get on track. 

If you are in a dispute over a rental property, or concerned about your legal rights whether as the landlord or tenant, or want to evict tenants from your property, or currently facing eviction from the landlord; seek proper legal advice and help from a legal practitioner.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Oyefeso Iyanuoluwa Esq.

Corporate, Commercial and Property Lawyer and Business Formation amd Compliance Expert.

Partner at OLUWASOLA OYEFESO & CO.

lawyer.oyefeso@gmail.com

08100675645