Waiver and Release of Claims (Nigeria)

A Waiver and Release of Claims in Nigeria discharges one party from specified claims or liabilities in exchange for the agreed consideration. It records the rental price, deposit, term, maintenance duties, and notice periods between landlord and tenant.

Waiver and release agreements in Nigeria are governed by the general law of contract as applied by Nigerian courts — principally the common law principles incorporated into Nigerian jurisprudence under Section 32 of the Interpretation Act (Cap I23, LFN 2004) — and by specific statutory limitation periods under the Limitation Laws of the relevant states. In Lagos State, the Limitation Law (Cap L67, Laws of Lagos State 2015) prescribes a six-year limitation period for simple contract claims and a twelve-year period for specialty claims (claims under seal), commencing from the date the cause of action arose under Section 7 of the Limitation Law.

The Supreme Court of Nigeria, in Union Bank of Nigeria Ltd v Ozigi [1994] 3 NWLR (Pt 333) 385, affirmed that a party who has entered into a clear and unambiguous release agreement for consideration is bound by it and cannot resile from the release merely because they later discovered they might have obtained more in litigation. The release must however be supported by consideration — a promise, payment, or benefit — to be enforceable as a contract. A release under seal (as a deed) does not require consideration and is enforceable without proof of benefit to the releasor.

Releases must be carefully drafted to clearly define the scope of claims released — Nigerian courts apply the contra proferentem rule against ambiguous releases, construing any ambiguity in favour of the releasor. A general release purporting to release all claims past, present, and future may not release claims that did not exist or were not within the parties' reasonable contemplation at the time of execution, per the principles in Grant v FBIR [1999] 6 NWLR (Pt 606) 268.

The legal framework governing the Waiver and Release of Claims (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a Waiver and Release of Claims (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Land Use Act 1978 (Cap. L5) sets the foundational requirements.

A Waiver and Release of Claims is required in Nigeria whenever parties wish to formally settle a dispute, discharge a liability, or prevent future claims arising from a specific transaction or event.

A release is required when parties settle a commercial dispute — such as a breach of contract claim, a debt recovery action, or a damages claim — and the settling party wishes to obtain a legally binding document confirming that all claims arising from the dispute are fully and finally extinguished upon payment of the agreed settlement sum.

A waiver and release is needed in employment law when a company makes a redundancy payment or settles an employment dispute with a departing employee, and the employer requires the employee to release all employment-related claims — including claims under the Labour Act (Cap L1, LFN 2004) and the Employees' Compensation Act 2010 — as a condition of the severance payment.

A release is required when a personal injury claimant accepts a settlement from an insurer or tortfeasor in respect of bodily injury or property damage claims, formally releasing the defendant from any further liability for the accident that is the subject of the settlement.

A waiver and release is needed when parties to a construction contract, supply agreement, or service agreement complete the contract and the contractor or supplier provides a final release and discharge confirming that all claims under the contract — including claims for variations, extensions of time, and additional costs — have been settled and released upon receipt of the final payment.

A release is required when a landlord and tenant agree to end a tenancy early, and the parties wish to release each other from remaining obligations under the tenancy agreement — including obligations to repair, reinstate, and pay rent for the unexpired term.

Parties in Nigeria should prepare a Waiver and Release of Claims (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.

A Nigeria Waiver and Release of Claims must contain the following essential elements to be enforceable and provide the releasee with a complete defence to future claims.

Parties: Full legal names, addresses, and descriptions of the releasor (the party releasing the claim) and the releasee (the party being released). For corporate parties, include the CAMA 2020 RC number.

Recitals: A brief narrative of the background — the dispute, transaction, or event giving rise to the claims being released — to contextualise the scope of the release and assist courts in interpreting the release if its scope is later disputed.

Consideration: The consideration provided by the releasee to the releasor in exchange for the release — whether a lump sum payment, periodic payments, a non-monetary benefit, or a mutual exchange of releases. The consideration must be real and must have moved from the releasee (or their representative) to the releasor at or before execution under Nigerian contract law. For a deed of release, consideration is not strictly required.

Scope of Release: A clear and precise definition of the claims, rights, and causes of action being released — whether limited to specific identified claims, all claims arising from a described transaction or event, or all claims of any nature whatsoever. The courts apply the contra proferentem rule, so ambiguous releases are construed narrowly.

Exclusions: Any claims or rights expressly excluded from the scope of the release — for example, rights arising under future transactions, rights under separate agreements, or claims that cannot be waived under applicable law (such as the right to a statutory minimum wage under the National Minimum Wage Act 2019).

Non-Admission Clause: A statement that the release is entered into without any admission of liability by the releasee, which protects the releasee from any argument that the payment of consideration constitutes an admission.

Execution: The release should be executed as a deed — signed, witnessed, and delivered — if it is to be enforceable without proof of consideration and to benefit from the longer twelve-year limitation period for specialty obligations under the Lagos State Limitation Law. If executed as a simple agreement, both parties must sign and the execution must be witnessed.

Additional compliance elements for a Waiver and Release of Claims (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.