NIGERIA Law and Practice Contributed by: Tamuno Atekebo, Chinasa Unaegbunam, Naomi Kabowei and Favour Osayuwamen, Streamsowers & Köhn
2.6.11 Lessees’ Entitlement to Claim Immunity In general, private business entities do not have the privilege of claiming immunity from legal actions. How - ever, a lessee that enjoys sovereign or other immunity is entitled to claim immunity from suit except where such immunity has been waived. It is important that such a waiver of immunity by the sovereign entity is clearly stated. 2.6.12 Enforcement of Foreign Arbitral Decisions Nigeria is a signatory to the Convention on the Rec - ognition and Enforcement of Foreign Arbitral Awards 1958 (the “New York Convention”). The New York Convention has been domesticated in Nigeria and has now been incorporated into local law by Section 60 of the Arbitration and Mediation Act 2023. Nigerian courts will recognise and enforce an arbitral award. 2.6.13 Other Relevant Issues It is possible that a lessee may approach the courts to obtain an injunction to stop the deregistration and export of an aircraft when an event of default occurs under the lease agreement. The lessor should there - fore ensure that adequate records are being kept of the performance of the lessee’s obligations under the lease agreement. This is to ensure that evidence of a breach is not contestable. 2.7 Lease Assignment/Novation 2.7.1 Recognition of the Concepts of Contractual Assignment and Novation Contractual assignment and novation are both recog - nised under Nigerian law. 2.7.2 Assignment/Novation of Leases Under Foreign Laws An assignment or novation of an aircraft lease gov - erned by New York or English law will be considered valid under Nigerian law. The need for lessee’s consent will be subject to the terms of the aircraft lease agree - ment as there are no laws in Nigeria that specifically require that a lessee’s consent should be obtained for an assignment or novation. Generally, there are also no mandatory terms required under Nigerian law to be included in such agreements or deeds.
2.7.3 Enforceability of Lease Assignments/ Novations If the lease agreement and the assumption/novation is in a language other than English, it is advisable that they be translated into English, certified and notarised if they are to be submitted before a court in Nigeria in respect of an enforcement proceeding. 2.7.4 Filing/Registration of Lease Assignments/ Novations An aircraft or engine lease assignment and assump - tion/novation must be filed at the NCAA as required by the Nig.CARs. The assignment or novation is not subject to consent from any government entity. The formalities required for registration are as follows: • completion of the application form; • where the aircraft is new with no prior registration, a letter from the state of manufacture is required – however, where there has been prior registration, a certificate or notice of deregistration is required from the previous state of registration; • proof of aircraft ownership (eg, a bill of sale); • the names of the directors of the company owning or leasing the aircraft and their specimen signa - tures giving authority to register or operate the aircraft in Nigeria and indicating who among them has the mandate to transact on their behalf on matters relating to aircraft registration or operation; • means of identification (eg, a copy of a govern - ment-issued identification document, or passport or any other identification card approved by the NCAA if owned by an individual, or a certified copy of the certificate of incorporation if owned by a company); • a certified copy of the lease agreement if the air - craft is on lease with stamp duties paid; • a certified copy of the power of attorney from the owner or lessor and the lessee (or both) (if applica - ble); • a certified copy of a current aircraft insurance certificate; • proof of payment of the prescribed fees; and • a certified copy of the air transport licence, air operating permit or permit for non-commercial flight.
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