eSignature Legality in Nigeria

eSignature Legality Summary

Under Nigerian law, a written signature is not necessarily required for a valid contract - contracts are generally valid if certain elements are present i.e. offer, acceptance, consideration, intention to create legal relationship and capacity to contract. To constitute a binding and legally enforceable contract between parties, these elements must be present. The Nigerian Evidence Act recognises the use of electronic signatures. Leading digital transaction management solutions can provide electronic records that are admissible in evidence under Section 93 of the Nigerian Evidence Act, to support the existence, authenticity and valid acceptance of a contract.

Use Cases for Standard Electronic Signature (SES)

Use cases where an SES is typically appropriate include:

• HR documents, such as regular employment contracts, non-disclosure agreements, employee invention agreements, privacy notices, benefits paperwork and other new employee onboarding processes

• commercial agreements between corporate entities, including non-disclosure agreements, purchase orders, order acknowledgements, invoices, other procurement documents, sales agreements, distribution agreements, service agreements

• consumer agreements, including new retail account opening documents, sales terms, services terms, software licenses, purchase orders, order confirmations, invoices, user manuals, policies and service agreements

Use Cases That Are Not Typically Appropriate for Electronic Signatures or Digital Transaction Management

Use cases that are specifically barred from digital or electronic processes or that include explicit requirements, such as handwritten (e.g. wet ink) signatures or formal notarial process that are not usually compatible with electronic signatures or digital transaction management.

• Seal - Where required by the articles of association of a limited liability company, the company’s common seal may need to be affixed on a contract in order for it to be legally enforceable

• Seal - A deed executed by a company, which must have its seal affixed to it in the presence of and attested by its clerk, secretary and a member of the board of directors (The Evidence Act)

• Seal – any alienation of land

• Seal – power of attorney allowing the attorney to execute deeds

• Seal – probate of a will

• The creation and execution of wills, codicils and other testamentary documents

• Death certificates

• Birth certificates

• Matter of family law such as marriage, divorce, adoption and other related issues

• Issuance of court orders, notices, official court documents such as affidavits, pleadings motions and other related judicial documents and instruments

• A cancellation or termination of utility services

• An instrument required to accompany any transportation or handling of dangerous materials either solid or liquid in nature

• Any document ordering withdrawal of drugs, chemicals and any other material either on the ground that such items are fake, dangerous to the people or the environment or expired by any authority empowered to issue orders for withdrawal of such items.