Lecture Notes: Engineer in Society (TEC 4101)

ENGINEER IN SOCIETY (TEC 4101) LECTURE NOTES

COURSE OUTLINE

  1. Introduction to General Principles of Nigerian Law

    • Meaning

    • Nature

    • Functions

    • Sources

    • Classifications

    • Branches of Law

  2. Basic Principles of Law of Contract
    a) Definition and classification of contracts
    b) Essential elements of a valid contract:

    • Offer

    • Acceptance

    • Consideration

    • Intention to create legal relation

    • Legal capacity
      c) Vitiating elements
      d) Termination / Discharge of contract
      e) Remedies for breach of contract

  3. Law Relating to Employer and Employee

  4. Basic Principles of Company Law
    a) Definition of company
    b) Types of company
    c) Formation of company
    d) Effect of Incorporation
    e) Constitution of company
    f) Principal organs of a company
    g) Winding up of a company
    h) Business Name

  5. Partnership Law
    a) Definition
    b) Types of partnership
    c) Rights of partners
    d) Relating of partners with 3rd party
    e) Dissolution of partnership

  6. Copy Rights, Patent and Trade Marks

  7. The Statutory Frameworks and Regulation of Engineering Business in Nigeria

INTRODUCTION TO GENERAL PRINCIPLES OF NIGERIAN LAW

MEANING OF LAW

  • Definition:

    • There is no universally accepted definition of law; it varies by individual, society, or country.

    • General attempts by jurists have resulted in various definitions without universal acceptance.

  • Senses of Law:

    • General Sense:

    • Broad usage indicating rules of action expressing behavior patterns (e.g., scientific laws like gravitational force).

    • Technical Sense:

    • A body of rules regulating human conduct that are binding and enforceable in a court of law.

NATURE OF LAW

  1. Body of Rules:

    • Consists of multiple rules, not contained in one document.

  2. Regulates Human Conduct:

    • Normative; serves as a guide for behavior.

  3. Enforcement:

    • Breaches attract sanctions essential for law's existence.

  4. Binding Nature:

    • Recognized as binding; compliance is dependent on recognition by the community.

  5. Territorial Application:

    • Regulates conduct only within a specific community.

  6. Dynamic Nature:

    • Constantly evolving in response to changes in behavior.

FUNCTIONS OF LAW

  1. Maintains Peace and Order

  2. Sets Behavioral Standards

  3. Settles Disputes

  4. Defines Crimes and Punishments, Rights and Duties

  5. Acts as a Deterrent

  6. Prevents Crime

  7. Miscellaneous Functions

SOURCES OF NIGERIAN LAW

  1. Islamic Law:

    • Governs Muslim lives, with divine origins; found in the Quran, Sunnah, ijma'i (consensus), and qiyas (analogy).

  2. Customary Law:

    • Governs cultural and social aspects; must not contradict national laws or promote injustice.

  3. English Law:

    • Comprises common law, doctrines of equity, and statutes of general application; used in magistrate courts and high courts.

  4. Nigerian Legislation:

    • Statutes passed in Nigeria by state or federal governments.

  5. Nigerian Case Law:

    • Decisions from superior courts, guided by judicial precedents that courts must follow.

CLASSIFICATION OF LAW

  1. Criminal vs Civil Law:

    • Criminal: Punishable acts by the state; aim is punishment.

    • Civil: Rights and duties between individuals; aim is compensation or remedy.

  2. Public vs Private Law:

    • Public: Matters of public interest (e.g., criminal law, constitutional law).

    • Private: Matters of private interest (e.g., contract law, tort law).

  3. Substantive vs Procedural Law:

    • Substantive: Defines rights and duties; e.g., criminal law, contract law.

    • Procedural: Methods to initiate proceedings; e.g., criminal procedure code.

  4. Municipal vs International Law:

    • Municipal: Laws within a country; e.g., local statutes.

    • International: Governs relations between nations; e.g., Universal Declaration on Human Rights (UDHR).

BRANCHES OF LAW

  1. Constitutional Law:

    • Defines government functions, powers, and citizen relationships.

  2. Criminal Law:

    • Defines offences and associated punishments.

  3. Commercial Law:

    • Pertains to business transactions rules and regulations.

  4. Family Law:

    • Regulates family relationships including marriage, divorce, and custody.

  5. Law of Succession:

    • Governs estate distribution after a person's demise.

  6. Law of Evidence:

    • Outlines procedures for proving cases in court.

LAW OF CONTRACT

DEFINITIONS

  • Contract:

    • An agreement intended to create legal relations, breaches of which allow for remedies in court.

    • Also defined as an agreement that is binding and enforceable.

CLASSIFICATION

  1. Formal Contract:

    • An agreement written down.

  2. Simple Contract:

    • An oral agreement.

  3. Bilateral Contract:

    • Agreement resulting from mutual consent.

  4. Unilateral Contract:

    • Arises from a single party's offer (e.g., reward cases).

  5. Express Contract:

    • Explicitly agreed upon by parties.

  6. Implied Contract:

    • Inferred from conduct.

ESSENTIAL ELEMENTS OF A VALID CONTRACT

  1. Agreement:

    • Comprising offer and acceptance.

  2. Consideration:

    • Something of value exchanged.

  3. Intention to Create Legal Relations:

    • Parties must intend to enter a legally binding contract.

  4. Legal Capacity:

    • All parties must have the ability to contract.

  5. Absence of Vitiating Elements:

    • No factors that invalidate the contract.

OFFER

  • Definition:

    • A definite promise intending to be binding upon acceptance.

  • Conditions:
    1) Must be definite and clear.
    2) Objective to create a legal obligation.
    3) Must be communicated to the offeree.

  • Types of Offers:

    • Specific Offer: Addressed to a particular person.

    • General Offer: Open to the public.

  • Examples of Legal Cases:
    1) Carlill v Carbolic Smoke Ball Co. (1893) – clarified that an offer can be made expressly or by conduct.
    2) Fisher v Bell (1961) – determined display of goods as mere invitation to treat.

TERMINATION OF OFFER

  • Ways to Terminate:

  1. Revocation:

    • Must reach the offeree before acceptance.

  2. Rejection:

    • Direct refusal or counter-offer.

  3. Lapse of Time:

    • Offer void after a stipulated duration.

  4. Conditional Offer:

    • Fails if conditions aren't met.

  5. Death of Either Party:

    • Terminates the offer.

  6. Loss of Capacity:

    • If a party loses capacity before acceptance.

ACCEPTANCE

  • Definition:

    • Final expression agreeing to the terms of an offer.

  • Conditions:

  1. Must be unqualified; any qualifications constitute a counter-offer.

  2. Must correspond precisely to the offer.

  3. Acceptance can be made only by the intended party or their agent.

  4. Must demonstrate knowledge of the offer, relied upon it.

  5. Not complete until communicated to the offeror.

  • Methods of Communication:
    1) As prescribed by the offeror.
    2) Via an agent.
    3) Acceptance via post.
    4) When waived by the offeror.

CONSIDERATION

  • Definition:

    • A necessary element; an exchange of value for a promise.

  • Key Features:

    • Must be reciprocal; not merely a moral obligation.

    • Consideration must move from the promisee.

    • Could be executed or executory; must not be past.

    • Must be real, valuable, genuine, and legal.

  • Case Examples:

    • Thomas v Thomas (1842) – upheld that consideration must hold value in law.

INTENTION TO CREATE LEGAL RELATION

  • Definition:

    • Parties must intend to be legally bound.

  • Judicial Opinion:

  • Lord Atkin stated intent must be mutually communicated.

  • Contexts:

    1. Domestic and Social Engagements: Presumed absence of intent to create legal relations; case: Balfour v Balfour (1919).

    2. Commercial Agreements: Presumed intent exists; case: Carlill v Carbolic Smoke Ball Co..

    3. Mere Puff: Exaggerated advertising assumed without binding intent.

LEGAL CAPACITY

  • Definition:

    • All parties must have legal capacity to enter into contract.

  • Categories Lacking Capacity: a. Infants:

    • Defined as individuals below 21 years; certain valid and voidable contracts.

    • Valid: Contracts for necessaries.

    • Voidable: Contracts not in their best interest.
      b. Insane Persons:

    • Inability to contract renders agreements unenforceable.
      c. Drunken Persons:

    • Contracts can be binding if the party was aware of terms; case: Methews v Baxter (1873).
      d. Corporations:

    • May have limited capacity due to statutory restrictions; case: Ashbury Railway Carriage & Iron Co. v Riche (1875).

VITIATING ELEMENTS

  • Mistake:

    • Lack of agreement in material facts; types include: a. Common Mistake:

      • Mutual misunderstanding.
        b. Mutual Mistake:

      • Parties misaligned on facts.
        c. Unilateral Mistake:

      • One party holds a faulty belief while the other party is aware.

  • Misrepresentation:

    • False representation during negotiation, can be: a. Fraudulent:

      • Knowingly false or reckless case: Fereet v Hill (1854).
        b. Negligent:

      • Without reasonable basis; case: Jennings v Broughton (1854).
        c. Innocent:

      • Where reasonable grounds existed; case: New Bigging v Adam (1886).

  • Duress:

  • Absence of free will due to threats; results in void contracts.

  • Undue Influence:

    • Special relationships leading to compromised decisions (e.g., doctor-patient, parent-child).

TERMINATION / DISCHARGE OF CONTRACT

  • Discharge Occurs When:

  1. Performance:

    • All obligations met.

  2. Expiration of Time:

    • Based on agreed terms.

  3. Mutual Agreement:

    • Parties agree to terminate.

  4. Breach:

    • Results in claims for remedies.

  5. Frustration:

    • Unforeseeable circumstances making performance impossible (e.g., destruction, change in law, war).

REMEDIES FOR BREACH OF CONTRACT

  1. Action for Damages:

    • Monetary compensation for losses.

  2. Repudiation:

    • Cancelation of the contract.

  3. Injunction:

    • Court order to perform or refrain from actions.

  4. Quantum Meruit:

    • Compensation for work done up to breach.

LAWS RELATING TO EMPLOYER AND EMPLOYEE

FORMATION OF CONTRACT OF EMPLOYMENT

  • All elements required for a contract apply; must include:

    • Offer, Acceptance, Capacity.

  • Definition:

    • An agreement where the employee works for wages.

  • Labour Act of 1974, Section 7(1):

    • Requires issuance of appointment letter.

EMPLOYER AND EMPLOYEE DUTIES
Duties of Employee

  1. Duty to act with care.

  2. Duty to obey reasonable instructions.

  3. Duty not to compete.

  4. Duty to respect trade secrets.

  5. Duty not to make undue profits.

Duties of Employer

  1. Duty to pay wages.

  2. Duty to ensure employee safety.

TERMINATION OF CONTRACT OF EMPLOYMENT

  • Possible through:

  1. Mutual Agreement:

    • Parties agree to end the contract.

  2. Operation of Law:

    • E.g., death, frustration (bankruptcy, disaster).

BASIC PRINCIPLES OF COMPANY LAW

DEFINITION OF COMPANY

  • A company is a distinct entity formed by individuals for profit, legally recognized with rights and responsibilities.

  • Legal Personality:

    • Companies can sue or be sued, own property, and possess perpetual succession.

  • Case References:

    • Salomon v Salomon & Co (1897); Lee v Lee Air Farming Ltd (1961).

TYPES OF COMPANIES

  1. Private and Public:

    • Governed by Section 22 CAMA.

  2. Limited and Unlimited:

    • Limited by shares or guarantee; described in CAMA.

FORMATION OF A COMPANY

  • Process:

    1. Delivering incorporation documents.

    2. Filing incorporation documents.

    3. Receiving certificate from the Corporate Affairs Commission (CAC).

EFFECT OF INCORPORATION

  • Provides legal personality, perpetual succession, rights to sue, own property, and required common seal.

CONSTITUTION OF A COMPANY

  • Key Documents:

    • Memorandum and Articles of Association; establish the business's objectives and regulations.

PRINCIPAL ORGANS OF A COMPANY

  • Mechanisms:

    • Shareholders and board of directors; the board operates via statutory decisions made by shareholders.

WINDING UP OF A COMPANY

  • Legal process for liquidation and dissolution:

    1. Court-Ordered:

    • Upon petition for grounds specified in section 408 CAMA.

    1. Voluntary Winding Up:

    • Members’ or creditors’ initiated.

    1. Court Supervision:

    • Winding up under court orders.

PARTNERSHIP

DEFINITION

  • A relationship among individuals conducting a business with the goal of profit generation.

PARTNERSHIP AGREEMENT

  • Contents typically include:

    1. Firm name.

    2. Business location and nature.

    3. Profit and loss sharing formula.

    4. Responsibilities of partners.

    5. Accounts and dissolution terms.

TYPES OF PARTNERSHIP

  1. General Partnership:

  2. Limited Partnership:

  3. Corporate Partnership:

  4. Group Partnership:

RIGHTS OF PARTNERS

  1. Right to claim for specific performance.

  2. Claim damages for misrepresentation.

  3. Obtain injunctions against breaches of agreements.

  4. Order for accounts of the partnership.

RELATION WITH 3RD PARTIES

  • Partners act as agents of the partnership; personal liability if actions don't further the business.

DISSOLUTION OF PARTNERSHIP

  • Can occur due to:

  1. Expiration of fixed term.

  2. Completion of venture.

  3. Death or bankruptcy of a partner.

  4. Illegalization of business objectives.

  5. By court ruling.

COPYRIGHT, PATENT, AND TRADE MARKS

INTELLECTUAL PROPERTY

  • Definition:

    • Protection of mental creations, covering copyrights, patents, and trademarks.

    • Protection only applies post-creation, not mere ideas.

COPYRIGHT

  • Grants exclusive rights to publish or sell artistic works (literary, dramatic, musical).

PATENT

  • Exclusive rights for inventors to manufacture and sell inventions.

    • Protects processes, machines, modifications, etc.

TRADEMARKS

  • Identifying symbols or phrases for goods; provides legal ownership evidence.

STATUTORY FRAMEWORKS AND REGULATION OF ENGINEERING BUSINESS IN NIGERIA

  • Nigerian business regulations derived from various laws, ensuring compliance with ethics and legal standards.

KEY LEGISLATIONS

  1. Engineers Registration Act (ERA):

    • Regulates engineering practice and registration.

  2. Companies and Allied Matters Act (CAMA):

    • Governs company registration, management, and dissolution.

  3. Investment and Securities Act (ISA).

  4. Financial Reporting Council of Nigeria Act (FRCN).

  5. Insurance Act (2003).

  6. Pension Reforms Act (2004).

REGULATORS OF BUSINESS IN NIGERIA

  • Include:

    • Central Bank of Nigeria, Securities and Exchange Commission (SEC), Corporate Affairs Commission, etc.

PROFESSIONAL REGULATION

  • Enforced through rigorous licensing and discipline, ensuring only qualified professionals provide engineering services.

  • Engineering Registration Act Responsibilities:

    • Determine engineer standards and maintain registration.

    • Powers to strike off names of unqualified registered engineers.

  • Criteria for Engineer Registration:

    • Approved educational qualifications, experience, and character verified under the Act.

  • Disciplinary Tribunal Established:

    • To investigate misconduct, maintain standards of the profession.