LESSONS FOR NIGERIAN UNIVERSITIES IN SENATOR EKWEREMADU & LINCOLN UNIVERSITY

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What lessons can Nigerian Universities learn from Lincoln University’s prompt suspension of Senator Ike Ekweremadu? The University suspended Senator Ekweremadu as its visiting professor of corporate and international linkages, following the Senator’s arrest and detention, in the UK, for human trafficking for organ harvesting in the UK.

The Guardian reported that the spokesperson for Lincoln University declined further comments “on the matter until the conclusion of the UK police investigation on the former Nigerian deputy-Senate President and his wife Beatrice.”

Of course, Senator Ekweremadu is presumed innocent under the UK criminal legislation – the model legislation of Nigeria’s criminal legal system. Senator Ekweremadu is not required to prove his innocence. The prosecution or the crown bears the burden of proving – beyond reasonable doubt – that he is guilty.

We note that the Senator reserves the right to demonstrate that he is innocent of the criminal allegations and, our media are awash with the Senator’s efforts in that respect.

If Senator Ekweremadu is presumed innocent, is Lincoln University acting rightly when it suspended the Nigerian Senator and former deputy-Senate President as its visiting professor?

Without wandering into criminal law jurisprudence of reasonable suspicion that the Senator has a case to answer bordering on human trafficking for organ harvesting in the UK, we submit that the University acted rightly from a commercial contract standpoint.

As education lawyers we know that typical commercial contracts between (reputable) educational institutions and other services providers include clauses on reputation or integrity and, consequent termination on the ground of loss of corporate reputation or threat to corporate existence.

Clauses on reputation or integrity are boilerplates in international commercial contracts.

Such clauses allow either party to terminate or suspend the contract on notice or without notice when the other party has acted in a manner that threatens the corporate existence or reputation of the party.

An example of a clause on reputation could be worded as follows:

  • “the Parties agree that they will at all times act in accordance with the highest standards of integrity, corporate governance, international and local anti-corruption guidelines, good faith and all other applicable laws” or
  • “Neither party will take any action that will or is reasonably likely to result in material damage to the reputation or goodwill of the other party”.

A corresponding right to terminate may read as follows:

  • “Notwithstanding any other clauses of this Agreement, the aggrieved party will be entitled to terminate or suspend this Agreement with immediate effect on written notice to the defaulting party, should the defaulting party:
    • breach any applicable law;
  • or if the aggrieved party is of the view that the continued association with the defaulting Party will damage its reputation and good name”.
  • “Party B reserves the right to terminate or suspend this contract with or without notice to Party A where there is, anywhere in the world, an ongoing investigation by any relevant law enforcement or regulatory agency, administrative or otherwise on Party A that the Party B considers detrimental to Party B’s existence or reputation, regardless of the outcome of such investigation”.

The clauses above are intentionally far-sweeping to protect either party from unforeseen unlawful or unethical conduct. – One is right to think that Lincoln University anticipated it and rightly avoided it.

Without any similar clauses, it may be difficult for Lincoln University to promptly suspend its contract with Senator Ike Ekweremadu.

Indeed, contract engineers and solicitors whether in-house or external acting for Nigerian Universities – especially public universities – should adopt the reputation clause and threat to corporate reputation or existence clause as a good measure.

In fact, any commercial contract with a Nigerian University should contain similar clauses. Nigerian Universities should live up to and spread its foundational philosophy.

Perhaps, the day will come when public Universities will intentionally brand and market themselves to parents and prospective students including international students.

As education lawyers, our work anticipates the glorious days when Nigerian public universities will house international students.