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      IN THE NATIONAL INDUSTRIAL COURT OF NIGERIA

IN THE ABUJA JUDICIAL DIVISION

HOLDEN AT ABUJA

 

BEFORE HIS LORDSHIP HONOURABLE JUSTICE O. Y. ANUWE

 

Dated: 2nd December 2025                         

SUIT NO: NICN/ABJ/217/2025

 

Between:

 

Esther Aderanti Kolade                                            -                                               Claimant

 

And

 

Adekunle Olanipekun LP                                         - Defendant

 

Representation:

Tunde Ahmed Adejumo for the Claimant

Adekunle Olanipekun with Joel Ogbonanya for the Defendant

 

    JUDGMENT

The Claimant in this suit is a Legal Practitioner called to the Nigerian Bar in December 2022.  She was employed by the Defendant, a law firm, in January 2023. On 18th July 2025, the Claimant brought this suit by way of Originating Summons wherein she asked this Court to determine the following questions: 

1.         Whether, having regard to the combined effect of Sections 8(1) and (2) of the Legal Practitioners Act, and Rules 9, 11, and 12 of the Rules of Professional Conduct for Legal Practitioners 2023, a law firm that engages legal practitioners as full-time employees and derives exclusive commercial benefit from the legal services they render in the firm's name and on its behalf, is under a legal obligation to bear the financial responsibility for the payment of their Annual Practicing Fees, being fees that constitute a condition precedent to the issuance and renewal of their Annual Practicing Certificates, without which the firm cannot lawfully earn professional fees from their services.

2.         Whether, having regard to the combined provisions of Section 254C(1)(6) of the Constitution of the Federal Republic of Nigeria 1999 (As Amended), Section 7 (6) of the National Industrial Court Act 2006, Sections 8(1) and 8(2)) of the Legal Practitioners Act, and Rules 9, 11, and 12 of the Rules of Professional Conduct for Legal Practitioners, 2023, it does amount to an unreasonable, inequitable, and unfair labour practice for a law firm to require lawyers who are employed on a full time basis and who render legal services solely on behalf of the law firm and upon its instructions, to personally bear the financial burden of paying their Annual Practicing Fees, being fees that constitute a condition precedent to the issuance and renewal of their Annual Practicing Certificates which constitutes the legal authorisation to practice law without which the firm cannot lawfully earn professional fees from their services.

 

The Claimant requested that in the event that the above two questions are answered in the affirmative, she should be granted the following reliefs:

1.         A declaration that having regard to the combined effect of Sections 8(1) and (2)) of the Legal Practitioners Act, and Rules 9, 11, and 12 of the Rules of Professional Conduct for Legal Practitioners 2023, a law firm such as the Defendant that engages legal practitioners such as the Claimant as full-time employees and derives exclusive commercial benefit from the legal services they render in the firm's name and on its behalf, is under a legal obligation to bear the financial responsibility for the payment of their Annual Practicing Fees, being fees that constitute a condition precedent to the issuance and renewal of their Annual Practicing Certificates, without which the firm cannot lawfully earn professional fees from their services.

2.         A declaration that having regard to the combined provisions of Section 254C(1)(6) of the Constitution of the Federal Republic of Nigeria 1999 (As Amended), Sections 8(1) and 8(2) of the Legal Practitioners Act, Section 7(6) of the National Industrial Court Act 2006 and Rules 9, 11, and 12 of the Rules of Professional Conduct for Legal Practitioners, 2023, it does amount to an unreasonable, inequitable, and unfair labour practice for a law firm to require lawyers such as the Claimant who are employed on a full-time basis and who render legal services solely on behalf of the law firm and upon its instructions, to personally bear the financial burden of paying the Annual Practicing Fees, being fees that constitute a condition precedent to the issuance and renewal of their Annual Practicing Certificates, without which the firm cannot lawfully earn professional fees from their services.

3.         An Order Court directing the Defendant to refund to the Claimant the sum of N15,000.00 (Fifteen Thousand Naira) being the total amount expended by the Claimant in payment of Annual Practicing Fees from the year 2023, when she commenced full-time employment with the Defendant, up to the year 2025.

4.         An Order directing the Defendant to bear the financial responsibility for the payment of the Claimant's Annual Practicing Fees throughout the duration of the Claimant's employment with the Defendant.

 

CASE OF THE CLAIMANT

The Originating Summons was supported with an affidavit deposed to by the claimant and a written address settled by counsel for the claimant. From the facts deposed in the affidavit in support of the Originating Summons, the case of the claimant is that upon joining the services of the defendant in January 2023, she has been in full-time employment with the firm and she has rendered legal services solely and exclusively for and in the name of the Defendant's law firm. The legal services she rendered were for the exclusive commercial benefit of the Defendant. The claimant said Sections 8(1) and (2) of the Legal Practitioners Act, prohibits any legal practitioner from lawfully appearing in Court or from the practice of law in Nigeria without first paying the Annual Practicing Fee, which serves as a precondition for lawful legal practice. The claimant further referred to Rules 9, 11, and 12 of the Rules of Professional Conduct for Legal Practitioners, 2023 and said without the payment of Annual Practicing Fees, she cannot sign legal documents, file processes, or lawfully appear in Court. For the years 2023, 2024 and 2025, she personally bore the financial burden of paying her Annual Practicing Fee. She paid a total of N15,000 for the 3 years and she is now being compelled to make arrangements to pay for the 2026 Practicing Fees. 

 

These Annual Practicing Fees she had paid were to enable her render services for the Defendant. It is the Defendant who receives professional fees, retainer income, and commercial rewards on account of her labour. It is unjust, inequitable and unfair for the Defendant to earn legal fees from the services she renders but abdicating responsibility for the statutory and financial obligations that enable her to legally provide such services. Although the Defendant is aware of this legal obligation but it refused to do so. The claimant said there is no clause or provision in her employment contract with the Defendant which excludes or waives the Defendant's responsibility to bear the cost of enabling her to lawfully practice law in its name. The nature and structure of the employment relationship between her and the Defendant presuppose that all operational costs associated with rendering legal services on behalf of the defendant are to be borne by the Defendant. The claimant further averred that the payment of the Annual Practicing Fee, which is required for the issuance and renewal of the Annual Practicing Certificate, constitutes an operational cost intrinsic to the provision of legal services. The nature and structure of her employment relationship with the Defendant imply that all operational costs to enable her render legal services to the defendant ought to be borne by the Defendant. The refusal of the Defendant to take responsibility for the payment her Annual Practice Fees has placed a financial burden on her which burden has caused her undue hardship and distress.

 

In the written address in support of the Originating Summons, learned counsel for the claimant, Mr. T.A. Adejumo, repeated the two questions in the Originating Summons as the issues for determination in this suit and argued them together. In his submissions, learned counsel for the claimant acknowledged the fact that the practice in the legal practice in Nigeria is for legal practitioners, including those employed in law firms as associates, to bear the financial burden of paying their individual Annual Practicing Fees. Notwithstanding this longstanding practice, the claimant wants this court to determine whether it is fair, reasonable and just to continue to impose on employee-legal practitioners the financial cost of payment of their Annual Practicing Fees in view of the fact that it is the employer who benefits exclusively from their legal services. Counsel submitted that this court is being urged in this suit to depart from the age-old practice in the light of today's legal standards, the nature of the employment relationship and the principles of fair labour practice.

 

Counsel referred to the provisions of Section 8(1) and (2) of the Legal Practitioners Act and Rules 9(1), (2), (3), 11 and 12 of the Rules of Professional Conduct for Legal Practitioners 2023 to submit that the payment of the Annual Practicing Fee, which is a prerequisite for the issuance and renewal of the Annual Practicing Certificate, constitutes a condition precedent to the lawful practice of law in Nigeria. The LPA and the RPC 2023 impose a legal obligation on all persons who wish to lawfully practice law in Nigeria to pay the Annual Practicing Fee and also obtain the Annual Practicing Certificate for that year. The failure to pay the Annual Practicing Fees and obtain the corresponding certificate is a professional misconduct making the defaulting legal practitioner liable to disciplinary sanctions. Since the Claimant renders legal services solely and exclusively in the name of the Defendant's law firm and entirely for its commercial benefit, the payment of the Annual Practicing Fee ought to be treated as part of the Defendant's operational costs in conducting business within a regulated legal profession and such expenses should be borne by the Defendant not the Claimant. Counsel submitted that Payment of the Claimant's Annual Practicing Fees is not a personal indulgence or private asset of the Claimant but it is a regulatory requirement without which the Defendant cannot lawfully deploy her services or benefit from her professional output. 

 

Counsel submitted further that the Defendant's obligation to pay the Claimant's Annual Practicing Fee constitutes an implied term of the contract of employment between them. It was submitted that certain terms may be implied into a contract where such implication is necessary to give business efficacy to the contract, or where it can be reasonably assumed that both parties intended such a term to apply even though it was not expressly stated. Counsel cited ETOKHANA V. UNION BANK (2022) LPELR-57030(CA); UNION BANK OF NIGERIA V. AWMAR PROPERTIES LTD (2018) LPELR-44376(SC); DEMROWL INTERNATIONAL CO. LTD V. GTB PLC (2019) LPELR-48965(CA). Counsel argued that since there is no clause in the claimant’s employment contract with the Defendant which expressly excludes or waives the Defendant's responsibility to bear the cost of enabling her to lawfully practice law in its name, it is implied that the defendant will bear the cost of obtaining the practice license. Counsel urged the court to hold that the obligation to pay the Claimant's Annual Practicing Fee and the costs associated with the issuance and renewal of her Annual Practicing Certificate is an implied term of the contract between the parties. Counsel relied on section 7 of the NIC Act to conclude that it is unjust and unfair labour practice for the Defendant to pass the financial burden of payment of the Annual Practicing Fee and all necessary fees required for the issuance and renewal of the Annual Practicing Certificate to the Claimant. 

 

The claimant exhibited her Call to Bar Certificate, which she marked Exhibit 1, and the receipts for payment of her Annual Practicing Fees for the years 2024 and 2025 which she marked collectively Exhibit 2.

 

DEFENDANT'S DEFENCE

In defence of the suit, the defendant filed a counter affidavit and written address on 4th August 2025. The Counter affidavit was deposed to by Vanessa Nguemo, a Litigation Secretary in the defendant law firm. The facts stated in the counter affidavit are that the Claimant was employed by the defendant and, as agreed by the parties, the claimant is being paid the sum of N75,000 monthly salary. Also, the claimant is duly reimbursed of all reasonable expenses incurred her in discharging her contractual duties to the defendant, including Court appearances, legal drafting, advisory work, client correspondence, and transactional negotiations which are for the commercial benefit of the defendant. It is not contained anywhere in the contract of employment between the Claimant and the Defendant where the Defendant undertakes to pay the Claimant's Annual Practicing Fees. The requirement for payment of Annual Practicing Fees in Sections 8(1) and (2) of the Legal Practitioners Act and Rules 9, 11, and 12 of the Rules of Professional Conduct for Legal Practitioners 2023, apply specifically to individual practitioners. The statutory and financial obligations imposed by the Legal Practitioners Act are specific and mandatory to individual practitioners and are not transferable to employers. 

 

The condition for the employment of the Claimant is her qualification as a legal practitioner, without which she would not have been employed by the Defendant. It is the Claimant's responsibility to pay her practicing fees and the statutory obligation to pay such fees is not based on the existence of an employer/employee relationship. The payment of her Annual Practicing Fee is to enable her to continuously render legal services for which she was employed and she would still pay her Annual Practicing Fees even if she was not employed by the Defendant. By virtue of the contract of employment, it is implied that the Claimant will comply with her regulatory and statutory obligations while the defendant pays her the agreed remuneration at the end of every month. In addition to salary, the defendant also provides a quarterly bonus and end-of-the-year benefits to the Claimant. The relationship between the Claimant and the defendant is contractual and based on the terms mutually agreed to between the parties. The parties did not at any time agree that the Defendant will bear the responsibility of paying the Claimant’s Annual Practicing Fees.

 

In the written address in support of the counter affidavit, the counsel for the claimant, Mr. Adekunle Olanipekun, who is the principal partner of the defendant law firm, submitted this issue for determination: Whether from the fact of this case and in the light of the relevant provisions of the 1aw, the Claimant is entitled to the reliefs sought.

 

In arguing the issue, it was submitted that the law and practice from time immemorial is that legal practitioners shoulder the responsibility of paying their Annual Practicing Fee and other necessary fees. Counsel referred to the provisions of Section 8 (1) and (2) of the Legal Practitioners Act and Rules 9, 11 and 12 of the Rules of Professional Conduct for Legal Practitioners 2023 to submit that the conditions stipulated in these provisions are personalised to individual legal practitioners and the Claimant is aware of this fact going by the submissions in paragraph 4.11 of the claimant’s address. Statutorily, payment of Annual Practicing Fees confers benefits on Legal Practitioners individually and not on law firms. Also, the Claimant's assertion that the Defendant is obligated to pay her Annual Practicing Fees and that same is an implied term in the contract of employment is misplaced and inconsistent with existing laws and framework regulating the legal profession. The Claimant would not have been employed in the first place by the Defendant if the condition precedent, which involves the payment of Annual Practicing Fees, had not been fulfilled by the Claimant. The Claimant has been complying with her statutory obligation and cannot use this Court to transfer her professional obligation and responsibility to the Defendant. It will also be unjust and unfair for this Court to pass on the financial burden of payment of Annual Practicing Fee of the Claimant to the Defendant who pays the Claimant's monthly salary, bonuses, and other allowances for her services.

 

The Claimant's statutory and professional responsibility to pay her practicing fees is not in any way conditional on the existence of an employer/employee relationship. The Claimant would still have paid her Annual Practicing Fees personally if she were not an employee of the Defendant.

 

The nature of the relationship between the Claimant and the Defendant is an oral employment contract to provide legal services. Parties are bound by the terms of the contract and cannot add to or subtract from the terms of the contract reached by way of agreement. There is no agreement between the parties for the defendant to pay the claimant’s Annual Practicing Fees and no such term can be implied into the contract. In addition, since the laws are clear and specific as to who should pay the Annual Practicing Fees, no such term can be implied into the contract as the law is trite that implied terms cannot override statutory provisions. Counsel urged the court to dismiss the suit.

 

The claimant filed a reply on points of law on 2nd October 2025. I have read the submissions therein but do not see the need to rehash its content at this point. I will however refer to any part of the submissions which is relevant to any point being determined in this judgment.

 

DECISION 

The issue in this suit is simple. The claimant wants me to interpret the provisions of Section 8 (1), (2) of the Legal Practitioners Act (hereinafter referred to as “LPA”) and Rules 9(1), (2), (3), 11 and 12 of the Rules of Professional Conduct 2023 (hereinafter referred to as “RPC”) to determine whether the defendant law firm, who is her employer, is under a legal obligation to pay her Annual Practicing Fee (hereinafter referred to as “APF”). Before I examine the issue, let me observe that the claimant was employed by the defendant in January 2023 and she has been paying her APF personally since then. She stated in the affidavit in support of the Originating Summons that for the years 2023, 2024 and 2025, she personally bore the financial burden of paying her APF and she paid a total of N15,000 for the three years. I have seen Exhibit 2. They are the receipts for the payment of the claimant’s APF for the years 2024 and 2025. 

 

Section 8 of the LPA provides as follows

(1)       Subject to the provisions of this section, a person shall be entitled to have his name on the roll kept in accordance with this Act if-

(a)      he has been called to the Bar by the Body of Benchers; and

(b)      he pays, in respect of every year beginning with the year in which his name is on the roll, a practicing fee as may be prescribed from time to time in the Second schedule to this Act.

(2)       A person shall not be entitled to practice as a barrister and solicitor unless his name is on the roll and he has paid the practicing fee in respect of that year.

 

By these provisions of Section 8 of the LPA, a person is entitled to practice as a legal practitioner in Nigeria if he is called to bar and he pays the APF. The responsibility to pay the APF, going by the provisions, is that of the person who is called to the Bar and desires to practice as a barrister and solicitor. Section 8[2] prohibits a person who didn’t pay APF for that year from practicing as a legal practitioner. 

 

I have also examined the provisions of Rules 9, 11 and 12 of the Rules of Professional Conduct for Legal Practitioners 2023. 

 

Rule 9(1) provides that-

 A legal practitioner shall not engage in the practice of law in any year unless he has paid his Annual Practicing Fee and has obtained the Annual Practicing Certificate for that year.

 

Rule 11 provides that-

 A legal practitioner shall not sign any legal document or process or appear in court or act in the capacity of a legal practitioner unless he has paid his Annual Practicing Fee and obtained the Annual Practicing Certificate for that year.

 

Rule 12 provides that-

 A legal practitioner who contravenes the provisions of Rules 9 or 11 of these Rules shall be guilty of professional misconduct and shall be liable to disciplinary proceedings.

 

The cumulative effect of these provisions of the RPC is that every legal practitioner is under an obligation to pay his APF and obtain the Annual Practicing Certificate without which the legal practitioner cannot practice law in all its ramifications. In fact, Rule 12 made it a professional misconduct for a legal practitioner who failed to pay his APF.

 

It is clear from the wordings of section 8 of the LPA and Rules 9, 11 and 12 of the RPC that the responsibility to pay the APF is placed on the individual legal practitioner. How the fund to pay the APF is obtained or derived is not the concern of the LPA or the RPC. Once the Legal Practitioner pays the APF as at when due, the provisions of the LPA and RPC are satisfied and the legal practitioner is entitled to practice as such. 

 

It is necessary to point out the fact that the claimant is aware of the prevailing tradition in the legal society in Nigeria for every legal practitioner to pay his or her APF personally. Learned Counsel for the claimant made this known to the court in paragraphs 4.03 to 4.08 of the written address in support of the Originating Summons. Counsel submitted that the Claimant acknowledges the fact that it has been the practice from time immemorial for legal practitioners, particularly those employed as associates in law firms, to shoulder the financial burden of paying their APF. Counsel however made it clear that the objective of the claimant for bringing this suit is for the court to take a position which will bring about a departure from that age-long practice of each lawyer bearing the financial burden of paying his or her APF. In other words, the claimant’s suit is meant to test the law to see whether the prevailing practice can be reversed whereby law firms should be made to pay the APF of associates employed by them. 

 

I have not seen where it is provided in the LPA or the RPC that payment of the APF of a legal practitioner employed by a law firm or any organization is the responsibility of that employer. In the absence of any statutory obligation imposed on the employer to pay the legal practitioner’s APF, the only other way the employer of a legal practitioner can be under the obligation to pay the legal practitioner’s APF is where it is agreed in the employment contract for the employer to pay the legal practitioner’s APF. In other words, the responsibility of an employer to pay the legal practitioner’s APF must be shown to have been a term in the employment contract. This attempt of learned counsel for the Claimant to test the law is nevertheless, commendable, and may have made headway if the circumstances were different. 

 

In this case, it is obvious that there is no written contract between the claimant and the defendant. What they have is an oral contract. The claimant did not show that there is any term of the contract or any agreement between her and the defendant for the defendant to pay her APF. In fact, the claimant confirmed that there is no such agreement between her and the defendant but she contended that the term should be implied in the contract. On the other hand, the defendant averred that the parties did not at any time agree that the defendant will bear the responsibility of paying the claimant’s APF. From the facts of this case, it is not in dispute that payment of the claimant’s APF was not part of the terms of the contract expressly agreed by the parties. Since the parties did not agree, at any time in the employment, that the defendant will be paying the claimant’s APF, there is no obligation on the defendant to pay the claimant’s APF. 

 

The claimant wants this court to imply into the contract a term that requires the defendant to pay her APF. I cannot do that. The courts do not make contracts for the parties. Rather, the courts only interpret contracts and enforce terms of contract as agreed by the parties. Therefore, any term not mutually agreed to by the parties cannot be introduced or implied into the contract. See ALFOTRIN LTD V. A-G, FEDERATION [1996] 9 NWLR [PT. 475] 634; CARGILL VENTURES LTD V. COASTAL SERVICES [NIG.] LTD [2012] 9 NWLR [PT. 1304] 60.

 

The fact that some law firms pay the APF of the lawyers employed by them cannot be ignored. The law firms who do so, in the absence of an express term in the contract mandating it, is simply an act of magnanimity of the law firm and not borne out of any statutory responsibility. Therefore, such payment cannot transform into an enforceable obligation against the law firm.

 

In the claimant’s attempt to persuade this court to place the responsibility for payment of her APF on the defendant, learned counsel for the claimant contended that the APF paid by the claimant is to enable her render legal services for the defendant. It was contended that it is the defendant who takes benefit of the APF paid by the claimant. As brilliant as counsel’s arguments on this point seems, it cannot be a basis to place the responsibility for payment of her APF on the defendant. If the claimant does not pay her APF, who suffers the consequences? I think she is. She will not be able to practice law and will also be liable for disciplinary action having committed a professional misconduct. It is not the defendant who will be subjected to these liabilities. In addition, the claimant was employed because she is a lawyer and she is being paid salary for the services she renders for the defendant. It is not in doubt that payment of her APF is to enable her continue to remain in the employment, render legal services and earn salaries. If she is unable to render legal services for which she was employed because she did not pay her APF, she becomes useless to the defendant. At that point, the defendant is likely to terminate her appointment and replace her with another lawyer who satisfied the requirements to render legal services. Therefore, payment of APF is for the claimant’s benefit more than it is for her employer.

 

My view in this judgment is that the obligation to pay APF, as imposed by the LPA and the RPC, is specifically directed to individual legal practitioners. There is no provision in the LPA or the RPC which shifts or transfers that obligation to law firms or organizations who employed lawyers. I have also seen that there is no term in the employment contract between the claimant and the defendant which placed the obligation on the defendant to pay the claimant’s APF. Accordingly, I find that the claimant has failed to advance any cogent and acceptable case to warrant this court deflect the obligation placed on the claimant in section 8 LPA and Rules 9, 11 and 12 RPC from the claimant and direct same to the defendant.

 

Consequently, the two questions in the Originating Summons are resolved in the negative and against the claimant. This suit lacks merit and it dismissed. 

No order as to cost.

 

Judgment is entered accordingly.

 

 

Hon. Justice O. Y. Anuwe

Judge