ELIX LLP

| FOB vs CIF Contracts in Shipping/Maritime

What's the difference?

FOB (Free Onboard): Buyer arranges freight and insurance; risk transfers when the goods are loaded on board.

CIF (Contract, Insurance & Freight): Seller arranges freight and insurance to the destination port; risk nevertheless transfers when the goods are loaded on board at the port of shipment.

FOB gives the buyer more control. CIF gives the buyer greater logistical convenience.

Choose your Incoterm carefully.

BUSINESS MONDAY | FRUSTRATION vs FORCE MAJEURE

Unexpected events can seriously disrupt a commercial contract, but frustration and force majeure are not the same thing.

is a common-law doctrine. It may apply where an unforeseen event makes contractual performance impossible or transforms the obligation into something fundamentally different from what the parties agreed.

Where frustration is established, the contract may be discharged by operation of law.

FORCE MAJEURE, on the other hand, generally depends on the existence and wording of a force majeure clause in the contract. Such a clause may provide for suspension, extension of time or other contractual relief when specified events occur.

The simple distinction:

Frustration:
➡️ A legal doctrine arising from the circumstances.
➡️ May discharge the contract.

Force Majeure:
➡️ Primarily a contractual protection.
➡️ Operates according to the terms agreed by the parties.

This is why businesses should not simply assume that a war, government restriction, strike, pandemic, natural disaster or other unexpected event automatically excuses contractual obligations.

A well-drafted contract anticipates risk before the risk occurs.

BUSINESS MONDAY: NOVATION vs ATTORNMENT

What's the difference?

NOVATION — Replaces an existing contract with a new contractual relationship.
Example: A company’s debt to a supplier is taken over by another company, with the supplier’s consent and the original debtor released → Novation.

ATTORNMENT — Recognises a new party's entitlement under an existing relationship.
Example: Property is sold with a tenant in occupation. The tenant recognises the buyer as the new landlord → Attornment.

Simply put:
Novation = Replacement.
Attornment = Recognition.

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Today, the Management and Staff of ELIX LLP proudly celebrate our esteemed Senior Associate, Titilope Tawakkaltu Anifowoshe (Títílopé Ọmọ Anífowóse), whose remarkable career exemplifies excellence, leadership, and service.

Beyond her legal practice, Titilope has distinguished herself as an accomplished author, policy strategist, NGO leader, governance advocate, and business executive. From leading impactful humanitarian initiatives through the Eagles Foundation for Humanity to contributing meaningfully to governance, public policy, entrepreneurship, and leadership development, she continues to inspire through her unwavering commitment to positive change.

Her impressive academic accomplishments, professional achievements, and numerous recognitions speak to a life dedicated to continuous growth and meaningful impact.

We are honoured to have you as part of the ELIX LLP family.

May this new year bring greater opportunities, divine favour, sound health, lasting happiness, and continued success in all your endeavours.

Happy Birthday, Titilope!

With warm wishes,

Management & Staff
ELIX LLP

or ? Understanding the Legal Difference under Nigerian Law.

Many people use the terms and interchangeably, but they are fundamentally very different legal and commercial business models.

A allows another business to operate an established business system under strict standards and ongoing supervision. A licence, on the other hand, primarily grants permission to use intellectual property such as trademarks, copyrights, patents or proprietary technology while allowing greater operational independence.

Regardless of the model adopted, businesses owe important legal duties to consumers under the Federal Competition and Consumer Protection Act 2018 (FCCPA), including obligations relating to product quality, safety and consumer remedies. The FCCPC Nigeria, protects consumers in that regard and impose sanctions on erring businesses.

Furthermore, in either models Intellectual property should also be properly protected through carefully drafted agreements supported by Nigerian IP laws.

Choosing the appropriate structure can significantly affect your legal exposure, brand protection and commercial success.

If your business intends to expand through or , professional legal advice is essential to ensure compliance and minimise risk.

Commercial Law | Corporate Advisory | Intellectual Property | Regulatory Compliance | Dispute Resolution

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