The following are the contents of a Memorandum of Association under the Companies and Allied Matters Act 2020 among others:

The name of the Company: Each prospective company which intends to get registered under the Companies and Allied Matters Act is required to insert it the Memorandum of Association the proposed name of the company and unlike natural persons, a company seeking registration is not allowed to employ the use of a name which another registered company bears or is known with. These names not permissible are: names already registered, names that are misleading, names against public policy, names prohibited by law or considered immoral and names that offend registered trademarks etc. 

The registered company must state that the company will be situated in Nigeria. See section 27(1)(b) of the Act.

The nature of the business of the company and where the company is not registered for the purpose of business, the objects or objects of the company. The restriction if any on the powers of the company must also be stated. 

The Memorandum must state whether the company is a private or a public company.

The company must also state the nature of liability of its members; whether their liability is limited by shares, guarantee or unlimited as the case may be.

The Memorandum of a company must state the share capita of the company. See section 27(2)(a) of the Act. it shall state the issued share capita which shall not be less that N100, 000 for a private company and N2,000,000 for a public company.

Each subscriber must state his name against the shares taken by him. See section 27(2)(b) of the Act.

Every Memorandum shall be signed by each subscriber in the presence of at least one witness which shall at least attest.

The memorandum must be stamped as a Deed. See section 27(6) of the Act. 

It must be noted that the above contents of a company are general requirements for all companies seeking registration, however for special companies like a company limited by guarantee, there are additional contents which the memorandum must contain. They include the following:

The Memorandum must state that the income and property of the company shall be applied solely to its objects and no portion of it should be shared to its members. See section 27(4)(a) of the Act.

Each member of a company limited by guarantee shall undertake to contribute a minimum of N100, 000 should the company be wound up or is financially incapacitated. See section 27(4)(b) of the Act.

The Memorandum of a Company is the official document of that company which stipulates the core principles of a company and what the company shall be known for or is known for to the outside world. In order to reduce this meaning into bullet points, we will consider the following key points which illustrate what a memorandum of a company is:

• It is the official document of a company which engineers the relationship between the company and the outside world.
• It engineers the relationship between the officials and the members of the company.
• It also engineers the relationship between the officials, members and the company.

The memorandum of any company contains the powers of that company, name, financial strength as well as the details of actual, nominal and prospective members of the company. 

On the other hand, an Article of Association is an official document of a company which regulates the internal happenings of the company. We may be right to call this kind of document, the rules of procedure of the company which is aimed at guiding the conduct of how the company is run internally. it is divided into paragraphs and numbered consecutively. The procedure of how certain things are achieved in the company is covered by the Article of Association. For instance, where the Memorandum of Association of a company provides that a company has powers to borrow money, the Article of Association provides for how much money the company can borrow. Thus while the Memorandum of Association is the law of the company, the Article of Association is the rules. For legal clarity, we will provide hereunder in bullet points the differences between the aforementioned official documents of a company:  

• While a Memorandum of Association deals with the relationship between the company and the outside world, the Article of Association is a contract between the company and its officers and between the officers and the members of the company. See the case of Eley v Positive Gov't Security Life Association, where the court held that a provision in the Articles that the plaintiff would be the company's solicitor for life was not enforceable by the plaintiff, because he was an outsider and the Articles are not a contract between him and the company.     
• The Memorandum of Association may provide for the power of a company to borrow funds, but the Articles provide for how much the company can borrow in the circumstance.
• The memorandum of Association of a company is solely provided for by the promoters of the company as a pre-incorporation document, while the Articles of Association may either be drafted by the promoters or be adopted as a model Article usually prescribed by the Minister of the Commission. See section 33(1) of the Companies and Allied Matters Act 2020.
• The Memorandum is the law of the company, while the Articles of Association is the rules of the company. 

The main features of the Nigerian Constitution are:

1.       Supremacy of the Constitution: a constitution is said to be supreme if it is the source of all the lawmaking powers of a State. It is superior to all laws, powers and authorities in the State. It is in this central position that the 1999 Nigerian Constitution stipulates as follows:

Section 1(1): this constitution is supreme and its provisions shall have binding force on all authorities and persons throughout the Federal Republic of Nigeria.

(2) The Federal Republic of Nigeria shall not be governed, nor shall any person or group of persons take control of government of Nigeria or any part thereof except in accordance with the provisions of this constitution.

(3) if any other law is inconsistent with the provisions of this Constitution, this Constitution shall prevail, and that other law shall to the extent of its inconsistency be void.

At this point it is obvious the Constitution is the supreme law of the land. It is the organic law of the State i.e. the grund-norm, the fons et origo. And indeed every law takes its root from the Constitution.

2.      The 1999 Nigerian Constitution is both Federal and Republic Constitution: It is federal because it provides for constitutional division of powers among the different tiers of government. The tiers consists of the Federal government, State government and Local government areas. The powers of government are distributed between the Central government in Abuja and the whole regional units called States and the sub-units of the State referred to as the local government. For instance, the powers and functions contained in the exclusive legislative list are mainly for the Central government to exercise such on currency, defence and external affairs etc. The concurrent legislative list which contains issues like high education, road and industrial development are to be exercised by both the Central government and the State government however where there is a clash of interest, the power of the Central government will prevail over the State’s. On the other hand, the powers and duties contained in the residual legislative list such as primary education, market, motor parks etc. are to be exercised by the Local government. Thus, federalism is a fundamental basis and one of the final objectives of the Nigerian Constitution. Also, it is Republican simply because unlike in monarchy, it embraces and provides for the operation of a Sovereign State headed by a President elected for a fixed term in office. Nigeria adopted a republican Constitution in 1963 (first republic), 1979 (second republic), the third was aborted and the fourth was in 1999 till date.

3.      A bi-cameral and unicameral legislature: the Nigerian Constitution provides for a bi-cameral legislature at the Federal level and unicameral legislature at the State level. A bi-cameral legislature is a legislative structure made up of two chambers. For instance, at the Central government we have the National Houses of Assembly which are made up of two chambers: the Senate and the House of Representatives and both of which their powers and functions are clearly stated in the Constitution. Unicameral legislature on the other hand is a legislative structure made up of only one legislative chamber. For instance, at the State level we have the State House of Assembly made up of a single chamber. The powers accrued to it are clearly stated and defined by the Constitution.

4.      It is a rigid Constitution: The 1999 Nigerian Constitution is a rigid Constitution because it cannot be amended with ease. The provisions for its amendment are very cumbersome and rigorous which requires special processes or a complicated method before it can be amended. For instance, before the Constitution can be amended or changed it demands that two-thirds of the members of the House of Representatives and the Senate House vote it its favour.

5.      It is a Written Constitution: Unlike the British Constitution which is unwritten, the Nigerian Constitution is a written constitution. It is compiled by a constitutional making body for a number of years. This Constitution is derived from a number of Statutory instruments such as colonial proclamations, constitutional conferences, agreements and Acts of British Parliament.

6.      The 1999 Nigerian Constitution also provides for a Presidential system of government: A Presidential system of government is a system in which the head of the State is also the head of government. It is a system where all executive powers are vested in one single person as the Chief Executive President. The Constitutional of a Presidential system of government is therefore supreme and has succeeded in creating the offices of the head of State and government in a single individual known as the executive president.

7.      The principle of rule of law: rule of law is defined as the supremacy of law over everybody in a political system. It is a provision made by the Constitution with emphasis on supremacy of the law, equality before the law and the inclusion of the principle of individual right. Nemo est supra leges – no one is above the law. According to A.V Dicey, the political leaders to whom the power is entrusted should also abide by the rule of law and govern the people according to the provisions of the Constitution. Thus, the 1999 Nigerian Constitution is aid imbibe the principles of rule of law as founded by A.V dicey.

8.       The 1999 Nigerian Constitution also imbibes the concept of separation of powers as expounded by John lock and Baron Montesquieu which provides for a clear division of powers and functions among the three organs of government.

1.       Nemo Judex in Causa Sua: it means a man cannot be a judge in his own course or case. This maxim is mostly used in administrative and constitutional law.

2.      Delegatus non Potest Delegere: A delegate cannot sub-delegate. It also means a delegate or deputy cannot appoint. This maxim is relative to the Law of Agency.

3.      Mutatis Mutandis: This suggests that all matters that are generally the same should be treated in the same manner. This is common under the law of contract.

4.      Actus non facit reum nisi mens sit rea: This means an act does not make a person guilty unless the mind is guilty. It also means the act does not make a person criminal unless his mind is criminal.

5.      Volenti non fit injuria: This means a person is not wronged by the act which he or she consents to. For example, if one voluntarily exposes himself to an act, he or she is deemed to have accepted any harm associated with it. This is common under the law of torts (principle of negligence).

6.      Res Ipso Loquitor: It means the thing or fact speaks for itself. For example in some circumstances the mere fact of the occurrence of accident raises an inference of negligence so as to establish a prima facie case. This is common under the law of torts.

7.      Quic quid plantatur solo solo cedit: This means that whatever is affixed to the land forms part of the land. It also means he who owns the land owns everything beneath and above the land. This applies majorly in the realm of Land Law and Property Law (Mortgage) etc.

8.     Audi alterem partem: It means hear the other side or no one should be condemned unheard. It is a legal way of reasoning which upholds that in judgment one must not jump into conclusion without hearing both sides.

9.      Nemo dat quod non habet: This means no one gives what he does not own or have. No one can transfer a right on a thing he does not possess.

10.  Locus in quo: It means the scene of the crime or the place where what is alleged occurred. This is common to the Law of Evidence and Criminal Law.

11.   Locus Standi: Legal right or place of standing. It also means the right to bring an action or to be heard in a given form. This is common to the realm of civil procedure.  

12.  Ubi jus ibi remedium: it means where there is a right, there is a corresponding remedy. This is common to Jurisprudence and the principles of equity.

13.  Ubi societa ubi jus: it means where there is society there must be law.

14.  Nemo est supra leges: No one is above the law.

15.   Bona fide: Right owner. It also means in good faith e.g made in good faith without fraud or deceit. This applies to the law of contract etc.

16.  Mala fide: wrong owner. It means bad faith e.g dishonesty of belief or purpose. For example: the lawyer filed the pleading mala fide. This applies to contract, evidence, civil procedure etc.

17.   Ab Initio: from the beginning.

18.  Addendum: in addition.

Law can be classified in multifarious ways however, the classification of law among other reasons as essentially to: enable one to know the relationship between or among different laws; to enable one to know the hierarchy of the different types of laws in a given State, County or geographical entity; or to ensure the simplicity and understanding of the study of law.

All laws can therefore be classified into:

       1.       Public and Private Law.

       2.      Civil and Criminal Law.

       3.      International and Municipal or Domestic Law.

       4.      Common Law and Equity.

       5.      Substantive and Procedural or Adjectival Law.

       6.      Written and Unwritten Law.

PUBLIC LAW

A public law is a law that applies to the public or person of a country in general. It is the law that governs the relationship between the State and the citizens or persons who comprises of the State. Public law is also concerned with the structure, operations, rights and duties of government and its relationship with individuals and bodies in the society. It deals with political issues and conditions such as powers, rights, duties, capacities and incapacities of institutions, authorities, public officers and persons. Examples of public law include: Constitutional Law, Administrative Law, Criminal Law, International Law and Law of Evidence etc.

PRIVATE LAW

Unlike public law, private law is a branch of law which is concerned with the legal relationships between private individuals, association of persons and corporate bodies and their rights and duties. A private law may operate and affect only an individual or a few people that are concerned. An example of private laws include: Law of Contract, Law of Torts, Consumer Protection Law, Family Law, Inheritance or Will Law, Law of Succession, Law of Trust and Commercial Law etc.

CIVIL LAW

The word “civil law” has several meanings. It may mean the law that is not criminal law or it may mean common law. Civil law can therefore be defined as the branch of law which defines the rights and duties of persons to one another and provides a system whereby an individual who is injured by the wrongful act of another can be compensated for the damage he has suffered. Thus, civil law is the whole body of civil and public law except criminal law. Generally, all laws including criminal law, military law and martial or emergency law are civil law. Examples of civil law include: Law of Contract, Land Law, Law of Torts, Administrative Law, Commercial Law and Company Law etc. most of which deal with civil wrongs. A civil wrong is an act or omission in respect of which legal proceedings may be brought by a plaintiff against a defendant for the enforcement of certain rights.

CRIMINAL LAW

Criminal law is the law of crimes. A crime is an act or omission which is prohibited and punishable by the State. A crime is also an offence that endangers public interest. Criminal law is therefore that branch of law that seeks to protect the interest of the public at large by punishing certain conducts which are believed to be an offence or harmful to the society. Criminal law is essentially designed for the purpose of preventing crime or harm towards a person, property, society or the State as a whole.

Criminal law is usually codified as statute law into the Penal Code and Criminal Code Law. In Nigeria for instance, criminal law is completely codified or written in the form of criminal code for the south and penal code for the North. Indeed, it is constitutional in Nigeria. In this regard, section 36(12) of the 1999 constitution (as amended) stipulates thus:

Subject as otherwise provided by the Constitution, a person shall not be convicted of a criminal offence unless that offence is defined and the penalty therefore is prescribed in a written law, and in this subsection, a written law refers to an Act of the National Assembly or a law of a State, any subsidiary legislation or instrument under the provisions of a law.   

In Aoko v Fagbemi, the accused was convicted of adultery in a customary court. On application to a High Court, the conviction was quashed because it violated the applicant’s constitutional right in as much  as she has not violated any written law.

By implication in Nigeria, no act or omission is stated to be a crime under a written law in force. However, this requirement of “written law” does not extent to civil wrongs.

DIFFERENCES BETWEEN CRIMINAL LAW AND CIVIL LAW

          i.     In criminal matters or proceedings, the initiator is called the complainant or prosecutor, while the other party is called the accused. In civil matters or proceedings, the initiator is called the plaintiff while the adverse party is called the defendant.

      ii.  The penalty under criminal proceeding is punishment whereas the penalty in civil proceedings is compensation.

        iii.  The trial procedure under criminal law is criminal procedure while under civil law is called civil procedure.

         iv.   In criminal proceeding the prosecutor is required to prove his case beyong reasonable doubt in order to get the accused convicted. In this regard, section 36(5) of the Nigerian 1999 Constitution (as amended) stipulates thus: “Every person who is charged with a criminal offence shall be presumed to be innocent until he is proved guilty.”

However, in civil proceeding, the standard of proof is based on preponderance of evidence – balance of probabilities. This means that in criminal trial, the judge must be certain that the accused committed the alleged offence before conviction, but in civil proceedings that is not the always the case, the judge gives judgment to that party whose version of the argument he believes more.

         v.  In criminal proceeding, the State automatically enforces the judgment of the Court. However, in civil proceedings, the judgment creditor takes steps to enforce the judgment of the court by enlisting the enforcement machinery of the State through the deputy Sheriff of the Court to enforce judgment.

INTERNATIONAL LAW

International law is an aspect of law which governs relations between nations or sovereign States or between such nations and international organisations. It is the body of rules developed from customs, practices, bi-lateral and multi-lateral agreements which regulates the conduct of the nations and international organisations and their relationship with persons whether natural or juristic. In Trendex Trading Corp v Central Bank of Nigeria, Denning LG defined international law as the sum of rules or usages which civilized States have agreed and shall be binding upon them in their dealings with one another.  

International law has a great moral force. It is enforced by the Comity of Nations and International Organisations through various means which includes: economic sanctions, severance of relations or ties, passing of a resolution or vote of censure or condemnation, Arbitration by the International Court of Justice (IC) or other tribunal such as War Crimes Tribunal established by the United Nations and use of forces such as military action or other measures.

MUNICIPAL LAW

Municipal law also means domestic local law. It simply means the internal law of a particular country. Municipal law in relation to Nigeria for example means laws made that are applicable in Nigeria for the Nigerian subjects or residents and for subject matters over which Nigerian law applies.

Municipal law therefore embodies all the laws of a particular country which regulates the relationship between individuals and between individuals and the State. It is the opposite of international law. While international law is the law of nations, municipal law is the law of a nation.

COMMON LAW

The term common law as a division of law means the law developed by the old common law courts of England namely; the King’s Bench, the Court of Common Pleas and the Court of Exchequer. Common law is the law which grew from the practices and customs common to the people of England and Wales which were applied as judicial precedents, that is, successive like decisions of the court through ages. The common law is the ancient unwritten law of England as distinct from equity (the principles of fairness and justice) and Statute law (Statute or legislation). It was later discovered that in its application common law was rigid, harsh and inflexible; hence the need to supplement it with equity became necessary.

EQUITY

Equity means fairness, just or natural justice and moral rightness. Equity may be defined as the principles of moral rightness in action or attitude upholding what is just, especially fair treatment and due reward in accordance with the standard or law. As a branch of law, equity refers to as the rules of fairness and natural justice formulated and administered by the court of chancery to supplement the hardships of the common law.

The English Judicature Acts of 1873-1875 required that both the court of chancery and the common law courts should administer common law and the principles of equity side by side or together in all courts in the United Kingdom and in all countries whose legal system is based on English law. In spite of this joint administration of common law and the principles of equity the conflict on which of the two branches of law is superior and should prevail still remains the burning issue.

Finally, sections 36-44 of the Judicature Acts settled the issues by providing that whenever there was a conflict between common law and equity, equity should prevail. This is the position in all English based legal systems. Thus, the rigidity, harshness and inflexibility of the common law led to the development of equity. The rules of equity at this point are a synthesis of the rules of common law which emerged to qualify, moderate and reform the rigour and harshness of the common law. For instance, if there is a written agreement between A and B duly signed by both of them transferring B’s vehicle to A at a price of N500.00 (five hundred naira only). A can enforce this contract as a matter of law against B. But if there is some element of fraud, mistake or representation, which induced B to transfer the vehicle, the contract may be vitiated based on the principles of equity.

SUBSTANTIVE LAW

Substantive law means the actual law or the law itself. It is an aspect or branch of the law that deals with the definition of offences or civil wrongs. In other words, substantive law is the body of legal rules which stipulates what conduct is lawful or unlawful. It defines a code of conduct and prescribes a penalty for the violation of such code. A breach or violation of substantive law may result into punishment in form of fines or imprisonment as it is the case in criminal law or in form of compensation for damages occasioned as obtainable in civil law.

Generally, all laws are substantive law except procedural law. Examples of substantive law includes: law of contract, criminal law, law of tort, civil law, business law, constitutional law, administrative law and many others.

PROCEDURAL OR ADJECTIVAL LAW

Procedural law is the branch of law which deals with the enforcement of the rules set by a panel. It is the law that governs the steps to be taken in applying or enforcing the provisions of substantive law. Procedural law deals with the process of instituting an action in the court of law. The rules of procedural law therefore specify the process, procedure and method in which an action is to be initiated in the court of law. These processes include: the mode of proof, the manner of prosecution, the manner in which evidence is given at trial, the examination of witnesses and the manner in which judgment is given and same is enforced. Other examples of procedural law are: civil procedure, criminal procedure, the law of evidence, Sheriff and Civil Process Law and the law of pleading and jurisdiction.

WRITTEN LAW

Written law involves the assemblage of norms, code of conduct and rules and regulations in one or more documents that govern human conduct and his affairs in the State. In other words, written law is law which takes its force from express legislative enactment. It is a rule that has been formally enactment into legislation or statute by the legislature. Written law is also known as statute, stature law or legislation.

Examples of written laws include the following:

                   i.            A written constitution such as the Nigerian 1999 Constitution (as amended).

           ii.            Acts of parliament, such as Acts of the National Assembly.

          iii.            Laws of the State Houses of Assembly.

          iv.            Decrees and Edicts of the military government.

                 v.            Treaties made between or among nations.

UNWRITTEN LAW

Unwritten law may be defined as any principle or rule of behaviour which is not written. In other words, unwritten law is all parts of the law, observed by the people and administered in the court, which has not been passed in form of statute law.

Unwritten law may be partly written or wholly unwritten, but they are usually laws not enacted even if the principles are reduced into writing as in case law. However, unwritten  law may become written when for instance, it is enacted into law in from of statute or statute law. Examples of unwritten law include; the common law of England, customary law in Nigeria and judicial precedents or case law (principles and rule of law as established by the courts in judicial proceeding).

STATUTE LAW

Statute law simply means legislation or a written law. Statute law is the formal written enactment of a legislative body. It is an act of the legislature declaring, commanding, permitting, prescribing or prohibiting a conduct. Statute law is a law passed and established by the parliament or the legislative arm of government. Many activities and aspect of life are today covered and regulated by statutes. Examples of statute law in Nigeria are:

     a.      All statute contained in the volumes of laws of the federation of Nigeria and all statutes enacted by the National Assembly.

       b.      Laws passed by the various State Houses of Assembly.

Examples of specific statute laws in Nigeria include: Evidence Act and Laws, Criminal Code Act and Laws, Penal Code Laws, Interpretation Act and the Hire Purchase Act etc.

CUSTOMARY LAW

A custom is a way of life. Customary law is therefore a custom which is accepted as binding by the people. Customary law is the body of customs which from long use have acquired the forces of law among the people. Customary law can also be seen as the indigenous law of the various peoples or ethnic groups of Nigeria before the advent of foreign laws in Nigeria.

Essentially, for a custom to be accepted as valid and obligatory in any community in Nigeria, it must pass through the validity test. A validity test is a legal requirement that a custom must not be repugnant to natural justice, equity and good conscience, public policy or incompatible with any law for the time being in force. When a custom satisfies all these legal requirements or validity test, a court of law will enforce it as customary among the members of the community which it applies. Customary law is usually flexible and is either party written or wholly unwritten. However, a custom must exist at the point in time a party is claiming it otherwise a court of law will not apply it. Customary law is often applied by a court as judicial precedent.

ENGLISH LAW

English law is the law of England which was received into Nigeria by virtue of local statutes which permitted its application in Nigeria. The English law which was received for application in Nigeria is made up of three different kinds of laws, namely;

       1.       The Common Law of England.

       2.      Equity.

       3.      Statutes of General Application in force in England on January 1, 1900.

In this regards, section 14 of the Supreme Court Ordinance 19 provides that: “subject to the terms of this or any other ordinance, the common law, the doctrine of equity and statute of general application which were in force in England on the 1^st of January 1900 shall be in force within the jurisdiction of this court.”

Thus, the laws of England are known as English law as distinct from other branches of Nigerian law such as customary law, Moslem Law and Nigerian Statute not being a statute of general application.

PRIMARY LAW

Primary law otherwise known as parent law refers to laws actually made by the parliament or the legislature especially the Acts of Parliament such as the Laws of the Federation 2004. In a lesser context, primary law means the law which defines rights and duties. Examples of primary laws include: the 1999 Nigerian Constitution (as amended), Electoral Act and the Evidence Act 2011 etc.  

SECONDARY LAW

Secondary law otherwise known as subsidiary law simply means delegated legislation made by a public officer, administrative authority, statutory body, government department or public agency pursuant to a primary law which has delegated powers to the public authority to make such delegated legislations. In other words, secondary or subsidiary law are laws which specify sanctions and the circumstances in which such sanctions are to be imposed on those who contravene primary law.

In other to deepen our knowledge of the nature of law, it is therefore necessary to consider the various types of law. These include:

      1.       Eternal Law.

      2.      Divine Law.

      3.      Natural Law.

      4.      Human or Positive Law.

ETERNAL LAW: The word “eternal” is derived from eternity. It means something that has always existed – it has never changed and will always exist. Eternal laws are laws that are constant, everlasting and universal. A classical example of eternal law is the laws of gravity and motion which are universal all over the world. Thus, eternal law is said to be the foundation of all other laws. That is, every rational law derives more or less from the eternal law. According to Thomas Aquinas, “The natural law is nothing but a participation of the eternal law in a rational creature.” However, to him, eternal law comprises God-given rules governing all creation.

DIVINE LAW: Divine law simply means the law of God or Law from God. A perfect example of divine law is the Ten Commandments as contained in the Holy Bible and Sharia Law as contained in the Holy Qur’an. Divine law is therefore based on the belief that man is incapable of making a valid and just law because of his sinful nature. Hence, man must turn to God who is the governing authority of the universe for perfect law.

NATURAL LAW: The concept of “natural law” means the “law of nature”. We may think of nature as a state of affairs in an original position; the existence of what is unchangeable or universal and indeed an inherent quality in a thing or person.

Some writers uphold nature as that which for the behaviour of creatures generally, whether human beings, animals or plants. For instance, it is the law of nature which makes us sleep, angry, hungry or laugh. The law of nature can either be in its descriptive sense or in its prescriptive sense.

The law of nature in its descriptive sense includes the law of planetary motion, the law of gravitation and the law of relativity which describes the regularity and uniformity with which things happen under certain conditions.

The law of nature in the prescriptive sense is a universal precept or command intended by nature to regulate human behaviour. However, our general emphasis here is with law in its prescriptive sense.

According to Lord Lloyd, natural law is a body of objective moral principles based on the nature of the universe and discoverable by reason. The idea about natural law is based on the notion that it is a body of moral rules which are discoverable through God. But the predominant idea today and indeed for a long time is that it is discoverable by human reason. At this point, the two main conception of natural law are:

                i.     It is an ideal set of principles serving merely as guide to positive law.

         ii.  It is a higher law or a body of moral principles to which positive law must conform to in order to be valid. A natural law theorist, Marcus Tullius Cicero, upholds that the law is the right reason in agreement to nature. To him, man can know the principles of natural law through reasons.

HUMAN OR POSITIVE LAW: Human or positive law is the opposite of the other types of law that are naturally made by God (i.e. eternal, divine and natural law).

The legal positivism or human law asserts that law is posited and laid down by an authority of the society which provides its sole source of validity. They further assert that law within the context of divine, eternal and natural law are far different from what law is in the society. Indeed for legal positivism, nothing is law except the one laid down by the sovereign State. Thus, human law or positive law is man-made. It is law as made or declared by man, that is, by parliament, a delegated authority or other law making bodies to regulate conduct in a given society or State. An example of human law in our immediate society includes laws of Nigeria such as the Nigerian Constitution, the Criminal Code etc.

The legal positivism or human law further agreed that the three other types of laws – eternal, divine and natural law represent what ought to be law (de lege refranda) and not what it is (lex lata) the law.