By Oyetola Muyiwa Atoyebi SAN, FCIArb
INTRODUCTION
The proliferation of e‑commerce and digital platforms has reshaped Nigeria’s economic landscape, making online transactions increasingly commonplace.[1]
According to the Nigeria Inter‑Bank Settlement System (NIBSS), e‑payment transactions in Nigeriaincreased sharply from 9.7 billion in 2023 to over 11 billion in 2024, highlighting a rapid shift towards digital commerce.[2] Monetarily, Nigeria recorded a 79.6% leap in the worth of e-transactions executed annually, from N600 trillion in 2023 to N1.07 Quadrillion in 2024, demonstrating the growing patronage of e-commerce.[3] As businesses and consumers increasingly turn to mobile phones and websites for commercial dealings, questions about the enforceability of online agreements have become more pressing. Hence, this article aims to examine the key factors required to establish the existence of an online contract, as well as the potential legal challenges that may arise in enforcing such agreements.
The article explores the nature of online contracts, their core elements, the legal framework for enforcement, and practical recommendations for ensuring their efficacy within Nigeria’s evolving digital economy.
WHAT ARE ONLINE CONTRACTS
An online contract is an agreement formed and executed electronically between parties over digital platforms, such as websites, mobile applications, or emails.[4] Unlike traditional paper‑based agreements, online contracts operate within digital spaces, relying upon clicks, taps; and other forms of electronic consent. They comprise an offer, an acceptance, consideration, and an intention to create legal relations, much like traditional agreements, but conducted electronically. Online contracts can arise from digital interactions such as accepting website terms, making payments via mobile platforms, or ordering goods online, making them an integral part of e‑commerce in Nigeria.
The growth of e‑commerce in Nigeria, bolstered by advances in information and communications technology (ICT), has led to an increasing reliance on online agreements.[5] The Nigerian Bureau of Statistics (NBS) confirms that e‑commerce platforms have contributed significantly to the nation’s Gross Domestic Product (GDP), highlighting their economic significance.[6]
In Nigeria, online contract enforcement is governed by a combination of general contract principles and statutory frameworks. The primary legislation includes the Evidence Act 2011, which recognizes electronically generated evidence,[7] and the Cybercrimes (Prohibition, Prevention, etc.) Act 2015, which addresses digital transaction security.[8] The pending Electronic Transactions Bill, 2023, aims to formalize the status of e‑signatures and online agreements, aligning Nigeria with international best practices.[9] Additionally, institutions such as the National Information Technology Development Agency (NITDA), the Central Bank of Nigeria (CBN), the Nigeria Communications Commission (NCC) and the Federal Competition and Consumer Protection Commission (FCCPC) regulate digital transactions, ensuring that online agreements are conducted within a lawful and protected environment.
ENFORCEABILITY OF ONLINE CONTRACTS
Agreements Required to Be in Writing
Although online agreements can be legally binding, certain transactions must satisfy statutory formalities to be enforceable. In Nigeria, the Statute of Frauds and other legislative provisions mandate that specific agreements, such as those involving interests in land or guarantees, must be in writing, signed, and, in some instances, notarized.[10] This requirement applies equally to digital transactions, challenging parties to adopt secure e‑signature technologies that comply with the Evidence Act, 2011, and other relevant laws. Inadequate compliance with these formalities can render online agreements unenforceable.
Notice of Contract Terms
Another challenge lies in ensuring that parties have adequate notice of contractual terms before an agreement is formed online. Under Nigerian contract law, a party must have knowledge and accept the terms upon which an agreement is made. In online settings, courts have distinguished click‑wrap agreements, which require active acceptance, from browse‑wrap agreements; where terms are merely stated and inferred from site usage. To enforce online agreements, businesses must prominently display their terms and conditions prior to any binding action. Failure to provide such notice can undermine consent, making it challenging to enforce digital agreements in court.
Standard Form Contracts and Unconscionable Bargains
The widespread use of standard form online agreements raises questions about fairness and unequal bargaining positions. In Nigeria, courts scrutinize such agreements for unconscionable terms, especially when one party has no realistic ability to review or reject them. Under common law and the FCCPC Act, courts can void or adjust terms that unfairly favour one party. In the digital context, click‑wrap or browse‑wrap agreements that obscure critical terms or impose unfair obligations may be deemed unenforceable. To mitigate this risk, businesses must draft online agreements clearly, ensuring that critical terms are disclosed openly, readably, and with an opportunity for the consumer to review before accepting.
RECOMMENDATIONS
To improve the enforceability of online agreements, Nigeria must expedite the passage and implementation of the Electronic Transactions Bill, 2023. This legislation will formalise the status of e‑signatures, digital records, and online agreement enforcement. Clear statutory definitions and guidelines will reduce ambiguity and provide a robust legal framework for digital commerce.
CONCLUSION
Online contracts have become a pivotal feature of Nigeria’s digital commerce landscape, reshaping how businesses and customers interact. The enforceability of such agreements rests upon traditional contract principles, supplemented by legislative developments like the Evidence Act and the Cybercrimes Act. Nonetheless, digital platforms introduce unique complexities related to consent, evidence, and verification, making enforcement challenging in certain instances. As Nigeria embraces the digital age, aligning statutory regulations with technological advances will be vital. The passage of the Electronic Transactions Bill, 2023, increased public awareness, and the adoption of secure digital verification methods will help solidify the enforcement of online agreements. These efforts will not only protect parties within Nigeria’s digital marketplace but also foster greater trust and economic growth. In a world increasingly defined by digital interactions, a robust and adaptive.
REFERENCE
Oraegbunam Ikenga, Obi Helen Obiageli, and Livinus Judith Amarachi, ‘Problems of Electronic Contract in Nigeria Today’ (2020) 1(1) Law and Social Justice Review, 1–13.
Sunday Micheal Ogwu, ‘E-payment transactions in Nigeria hit all-time high of N1.07 quadrillion in 2024’ Daily Trust (30 January 2025). https://dailytrust.com/e-payment-transactions-in-nigeria-hit-all-time-high-of-n1-07-quadrillion-in-2024/ accessed 21 June 2025.
Ibid.
Ezike Edwin Obimma, ‘Online Contracts in Nigeria: An Overview’ (2013) 11(1) The Nigerian Juridical Review, 53–82.
Ugwuoke, Valentine, ‘Enforceability of Online Contracts in Nigeria and the Jurisdictional Question: Need for Regulatory Framework’ (2016) SSRN Electronic Journal, 1–82. https://dx.doi.org/10.2139/ssrn.4200824
Francis Ndubisi, ‘NBS: ICT Sector Contributed 18.44% to Nigeria’s GDP in Q2, 2022’ This Day Live (28 August 2022). https://www.thisdaylive.com/2022/08/28/nbs-ict-sector-contributed-18-44-to-nigerias-gdp-in-q2-2022/ accessed 21 June 2025.
Evidence Act, 2011 (as amended in 2024). ↑
Cybercrimes (Prohibition, Prevention, etc.) Act 2015 (as amended in 2024).
Electronic Transactions Bill, 2023. Earlier, the Electronic Transactions Bill, 2017 was passed by the National Assembly, but it did not receive Presidential assent.
Statute of Frauds 1677, s. 4.
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