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The signature requirements pertain the legal or contractual requirements in order to make a legally effective declaration of intent or a legally binding contract.
Possibility to replace a specific formal requirement of making a binding declaration of intention
Under Nigerian jurisprudence, a signature would typically authenticate a document. Generally, a person is bound by the terms of a document (or contract) signed by that party. However, a contract will be given effect if it can be inferred from the conduct of the parties that there was an intention to create a binding agreement. In this scenario, recourse may be made to documents and other conduct to show a party’s participation in the contract.
Presence of any specific formal requirements to effectively conclude a loan agreement
Electronic signatures are permissible under Nigerian law and commonly used to execute and authenticate various contracts in Nigeria today. However, depending on the delicate nature of the contract, some entities and individuals might prefer a wet-ink signature. The electronic signature must be linkable to the signatory or authenticator and no one else. There are no specific procedures laid down for affixing an electronic signature to a document. The signatory is only required to append the electronic signature to the document and it would be valid.
Process of conclusion of a contract by using a qualified electronic signature in practice
Loan agreements are equally required to meet the same requirements as other contracts. However, there are additional requirements such as the perfection of the security depending on its kind, registration of the loan agreement depending on the kind of security involved, and compliance with the requisite laws on licensing and interest rates.
Legal consequences to a contract in case of not fulfilling formal requirements
In Nigeria, the form of an agreement is not prioritized over its substance. As such, while formal requirements would generally carry no weight, the contract would be rescindable rather than completely void, pending when such requirements are met.
Usual practice of signing contractual agreements in the B2B sector
In Nigeria, contractual agreements between legal entities are typically signed by authorised representatives of the parties. While this was traditionally done by a director and a secretary, or two directors, the law now permits a company to execute documents through a single authorised representative, provided the execution is witnessed. This is dependent on the type of contract and the requirements specified by law. These contracts may also be required to be attested to by a notary public or commissioner of oaths to add an extra level of authenticity to the contract. For contracts required to be under seal, a seal may be added but this is not compulsory in many contracts.
Usual practice of signing contractual agreements in the B2C sector