By Nick Ibe, Abuja

Legal and business leaders have revealed situations that discourage long term investments in Nigeria. Consequently, they warn that investors may continue to shun long-term investments in Nigeria if courts fail to enforce contracts consistently, if commercial disputes drag on for years, and if government policies undermine existing business agreements, according to the Punch..

The country’s ability to attract and retain capital depended not only on the potential for profit but also on whether investors could protect their assets, obtain fair decisions in commercial disputes and recover their investments when necessary.

Putting this in focus was the Managing Partner of Candide-Johnson Law, Charles Adeyemi Candide-Johnson, SAN, who said that capital was attracted by safety rather than merely the promise of profit. In his words:

“Actually, capital goes where it is safe.”

The warning formed part of discussions at the third annual Multi-Door Courthouses and Alternative Dispute Resolution Stakeholders Summit 2026, held at the MUSON Centre, Onikan, Lagos, on October 19 and 20.

The summit had the theme, ‘Investor Confidence and ADR: Strengthening Nigeria’s Investment Climate’.

Anther speaker, Bode Olanipekun, SAN and the President and Chairman, Council of the Nigerian-British Chamber of Commerce, Abimbola Olashore, identified weak contract enforcement, questionable ex parte orders, inconsistent government policies and unpredictable dispute resolution as obstacles to investment.

The Chief Executive Officer of the American Business Council Nigeria, Mrs Margaret Olele, also warned that regulatory inconsistencies and breaches of contractual commitments could force companies to reconsider their operations or leave the country.

Olanipekun, Managing Partner of Wole Olanipekun & Co, said investors were concerned not only about the returns they could earn but also about the possibility of losing their capital in prolonged commercial disputes.

He described the two concerns as “return on investment” and “return off investment”, explaining that businesses want their investments to grow while ensuring that their money was not lost.

“Everybody has heard of ROI, return on investment. At the back of our minds, I want us to use two forms of ROI this morning: ROI as return on investment and ROI as return off investment.”

He added, “As an investor, I don’t want my investment to diminish; I want my investment to grow. That’s return on investment.

“Now, there’s return off investment. As an investor, I don’t want to lose my investment. I don’t want my money to get lost.”

To illustrate the consequences of prolonged litigation and the misuse of ex parte orders, Olanipekun cited a commercial dispute in which one company allegedly obtained court orders after another judge had declined to grant similar reliefs without first hearing the opposing party.

According to him, Company A approached a court on October 27, 2015, seeking orders against Company B, but the application was refused.

He said Company A subsequently filed the same case before another judge and obtained the orders on December 4, 2015.

Company B challenged the orders, which the Court of Appeal discharged on March 30, 2016. The Supreme Court subsequently affirmed their impropriety on July 13, 2018, Olanipekun said.

He added that the Court of Appeal later held that the second suit amounted to an abuse of court process and dismissed it.

Company B subsequently sought damages over the losses allegedly caused by the orders, with the High Court awarding more than N71bn on July 18, 2023. Olanipekun said an appeal against the damages award was pending.

Questioning the consequences for the company, he said, “What really will be the status of Company B today, 10 years after, if it has not recovered a dime from that loss which the court had found that it did suffer?”

He urged business leaders to consider whether commercial disputes would be better handled by independent arbitrators with the necessary industry knowledge and the ability to deliver final decisions efficiently.

“People of commerce would prefer commercially skilled and knowledgeable independent arbiters who understand their businesses to resolve their disputes,” he said.

“The more a jurisdiction can provide this quality of arbiters, the more confident investors would be to commit capital to such destinations.”

Olanipekun also cited a 2023 dispute involving Seplat Energy, in which three shareholders holding a combined 162 shares reportedly obtained ex parte orders restraining the company’s chief executive officer, executive management and board members from acting in their official capacities.

He said their combined holdings represented less than 0.002 per cent of the company’s issued shares.

According to him, the Court of Appeal suspended the orders on May 15, 2023, four days after they were granted, while the shareholders filed a notice of discontinuance on May 22.

He argued that the case demonstrated how court orders obtained without hearing the opposing party could affect corporate governance and business operations, potentially damaging investor confidence.

Candide-Johnson in his submission said the judiciary needed to provide a predictable commercial justice system in which contractual agreements were enforced according to their terms, subject to applicable laws and legitimate legal exceptions.

He argued that parties included choice-of-law and dispute-resolution clauses in commercial agreements because they anticipated the possibility of disputes and wanted to know how those disagreements would be resolved.

“If they can say with certainty that if my disputes come to these courts, the contracts will be enforced as we intend it, without influences outside of precedent, they will be confident to invest,” he said.

The lawyer, who also works as an arbitrator, said courts should understand the commercial expectations of contracting parties and avoid undermining agreements without sufficient legal justification.

“To be honest, there’s no reason why a contract should not be enforced as it appears in the fine print, except there’s some extenuating factors of illegalities and all of that,” he said.

He acknowledged that investors may not expect to win every dispute but would want assurances that the process would be fair and free from undue influence.

“Nobody expects to go to court and win all the time. In fact, it would raise certain questions if some particular persons win all the time.

“What people expect is an experience that they can say is fair and not influenced by considerations of relationships.”

Candide-Johnson urged Lagos State to lead efforts to establish a credible model of commercial justice, citing its economic importance and the implications of its institutions for Nigeria’s reputation.

“Lagos State is big enough to be a country by itself. The economy of Lagos State is larger than the economy of Côte d’Ivoire, Senegal, and Kenya combined,” he said.

He pointed to the English legal system as an example of how consistency and predictability could strengthen confidence in commercial transactions, noting that its development under Lord Mansfield was intended to provide merchants with rules they could understand and trust.

He also warned against treating the existence of laws and constitutional provisions as sufficient guarantees of justice, arguing that their effectiveness depended on the commitment of those responsible for enforcing them.

Candide-Johnson said mediation and other alternative dispute resolution mechanisms should complement the courts, allowing less complex disputes to be resolved without adding to judicial backlogs.

“Sometimes it’s just pride and anger that creates disputes,” he said, adding that some disagreements could be settled through conversation and mediation.

He said integrating ADR into the justice system, under appropriate judicial supervision, would reduce pressure on the courts and allow judges to concentrate on more complex cases.

Also, Olashore said weak contract enforcement and policy inconsistency were discouraging investors from committing long-term capital to Nigeria.

He argued that investors wanted to know not only whether a project would generate profits but also whether they could access those returns and recover their capital.

“In truth, the capital will go to where it is welcomed and where it is treated well,” he said.

Explaining the priorities of investors, Olashore said foreign investors wanted assurances that they could repatriate their earnings, while local investors needed confidence that projected profits would translate into money available in their bank accounts.

“For a foreign investor, how do I repatriate? If you are local, how do I assure that this projected profit will end up as cash in the bank?” he asked.

He illustrated the effect of Nigeria’s reputation for weak contract enforcement with an experience involving efforts to persuade an American airline to establish direct flights between Lagos and the United States.

Olashore said the commercial prospects for the proposed route were attractive, but concerns about the enforcement of aircraft leasing agreements in Nigeria undermined the proposal.

According to him, the airline’s chief executive, who had previously worked at Boeing, was concerned about the difficulties aircraft owners could face recovering their planes from operators who allegedly failed to meet their lease obligations.

Olashore said the executive had consequently formed a negative opinion about doing business in Nigeria.

“He said he had made up his mind that, as far as he was concerned, Nigeria was not a place where you could do business because they were not sure about enforceability,” he said.

Olashore said the experience showed how uncertainty about enforcing contractual rights could outweigh an otherwise attractive business opportunity.

“The issue about people investing is that when I cannot price the risk, I would rather not invest,” he said.

He maintained that investors could calculate some risks, including the time required to resolve disputes, but uncertainty about whether their rights would ultimately be protected was more difficult to accommodate.

“I tell people, it is not about the length of time. Again, I can price that. If there is a dispute that takes 20 years, let me put that into my calculation and do my risk analysis,” he said.

“When there is uncertainty even at the end of the 20 years, I will not invest,” he added.

Olashore said Nigeria needed long-term financing for projects and businesses but would struggle to attract such capital if investors continued to distrust its institutions.

“When I see all the comments asking how come we have only short-term money coming in, that is because people don’t trust us. That is why they invest for the short term,” he said.

He urged the government to protect property rights, ensure accountability and maintain consistent policies, arguing that investor perceptions could change if the country demonstrated a sustained commitment to doing the right things.

Meanwhile, Olele identified breaches of contractual commitments, inconsistent government policies and poor implementation of regulations as additional factors driving businesses away from Nigeria.

She said businesses could face uncertainty when a new state administration altered the terms or costs associated with existing agreements, sometimes requiring industry groups to intervene on behalf of affected companies.

“One major concern is the sanctity of contracts,” she said.

Olele argued that regulations could be well designed but still undermine businesses when authorities failed to implement them consistently.

She cited Kimberly-Clark, recalling efforts to persuade the company to establish a factory in Lagos.

According to her, the company subsequently faced competition from businesses operating in a free trade zone, whose products allegedly entered the Nigerian market at prices that made it difficult for the local manufacturer to compete.

She said the situation illustrated how inconsistent implementation of regulations could disadvantage businesses that had invested in local production.

Olele also cited Uber’s experience with Nigeria’s regulatory environment, saying uncertainty over how to classify the ride-hailing company and differing interpretations by government agencies created difficulties for its operations.

She said effective coordination among regulators was necessary to avoid imposing conflicting requirements on businesses.

Olele further warned that policies governing data localisation and cross-border data transfers needed to be designed and implemented in ways that did not unnecessarily obstruct business operations.

She argued that Nigeria’s investment strategy should focus not only on attracting new companies but also on retaining existing businesses by providing a predictable operating environment.

The speakers’ submissions converged on the need for stronger institutions, consistent enforcement of commercial agreements and efficient dispute resolution.

They argued that Nigeria’s ability to attract long-term capital would depend on whether investors could trust the rules governing their businesses, obtain fair hearings when disputes arose and recover their investments without being exposed to avoidable legal and regulatory uncertainty.