CONTRIBUTOR: TOBENNA MOGBO
INTRODUCTION
In the Nigerian legal landscape, the interplay between professional ethics and dual practice has long been a contentious issue. The case of Ukah & Ors v. Onyia & Ors (2016)[1] stands as a pivotal decision that not only tested the boundaries of a lawyer’s permissible roles but also sparked a broader debate on the sanctity of legal professionalism. At its core, the case asked a deceptively simple question: Can a lawyer legally operate as a property agent while practicing law? The answer, as the Court of Appeal elucidated, is a resounding no, but the reasoning reveals far more than a mere prohibition, it underscores the ethical and institutional imperatives that define the legal profession.
THE CASE IN CONTEXT
The case is an appeal against the judgment of the High Court of Enugu State delivered on 24 December 2007, which awarded the 2nd Respondent 5% of ₦3.5 million as commission on the sale of the Appellants’ property.
The 2nd Respondent, a legal practitioner who also engaged in property transactions, was orally instructed by the Appellants to secure a buyer for their property. He conducted a title search and facilitated the introduction of the eventual purchaser, Mr. John Ibe. The property was sold, but the Appellants refused to pay the agreed commission, prompting the 2nd Respondent to institute the action. The trial court found that an agency relationship existed and awarded the commission.
Dissatisfied, the Appellants appealed, contending principally that:
- The 2nd Respondent lacked legal capacity to act as an estate agent, not being a member of the Nigerian Institution of Estate Surveyors and Valuers;
- No agency relationship existed between the parties;
- The judgment was tainted with bias; and
- It was improper for the 2nd Respondent to represent both vendor and purchaser.
Both parties formulated substantially similar issues. The appeal was determined on a single issue, namely whether, from the totality of the evidence, the trial court was right in holding that the 2nd Respondent was an agent of the Appellants and entitled to commission.
The Court held that agency may be created orally or impliedly and that the evidence clearly established that the Appellants authorised multiple persons, including the 2nd Respondent, to secure a buyer. The eventual purchaser was introduced through the efforts of the 2nd Respondent, making his role the effective cause of the sale. He was therefore entitled to commission.
On the argument that a legal practitioner cannot act as a commission agent, the Court held that Rule 7(2)(b) of the Rules of Professional Conduct (2023) CAP L 11 LFN 2004 is disciplinary in nature and does not render such commercial transactions void or illegal. No illegality was pleaded or established, and the Appellants could not withdraw from a contract from which they benefitted.
The allegation of bias against the trial judge was also rejected, there being no evidence of any real likelihood of bias. Mere geographical or communal affinity does not, without more, amount to a breach of fair hearing.
In conclusion, the Court affirmed the finding of agency and entitlement to commission and dismissed the appeal in its entirety.[2]
LEGAL AND ETHICAL FOUNDATIONS
Nigerian law, like many common law jurisdictions, imposes strict rules on lawyers to safeguard public trust and the integrity of the profession. The Legal Practitioners Act (1975) and the Rules of Professional Conduct for Legal Practitioners (2023) serve as the primary regulatory frameworks. Rule 7 (2)(b) of the Rules of Professional conduct 2023 explicitly prohibits a lawyer from engaging in any “other profession or trade which is incompatible with the duties of a legal practitioner.”
The Court of Appeal interpreted this rule narrowly, emphasizing that “incompatibility” is not limited to direct conflicts but includes any activity that could undermine the lawyer’s impartiality or independence. For instance:
A lawyer acting as a property agent might acquire confidential information about a client’s assets or disputes, which could later influence their legal representation.
The fiduciary duty owed to a client in a property transaction could clash with obligations to the court, where impartiality is paramount.
The public’s perception of the legal profession as a neutral arbiter is eroded when lawyers moonlight in roles that prioritize financial gain over justice.
By ruling that property agency was incompatible with legal practice, the court prioritized the “higher calling” of the legal profession, a concept echoed in the Code’s preamble, which positions lawyers as “guardians of the rights of citizens” and “pillars of justice.”
WHY PROPERTY AGENCY POSES UNIQUE RISKS
The Court’s reasoning hinged on the commercial and adversarial nature of property transactions. Unlike, say, teaching or writing (professions more commonly permitted alongside law), property agency inherently involves:
Negotiation and Advocacy: Lawyers must balance their roles as advocates (zealous defenders of clients) and intermediaries (seeking fair deals).
Financial Incentives: Commissions from property deals could influence a lawyer’s judgment in related legal disputes, such as boundary conflicts or title defects.
Confidentiality Breaches: Information gleaned as a property agent (e.g., a client’s financial vulnerabilities) might later be exploited in legal proceedings.
These risks, the court held, were neither hypothetical nor negligible. They struck at the very heart of judicial fairness and the client-lawyer relationship.
CONTRASTING GLOBAL PERSPECTIVES
While the Nigerian court adopted a strict stance, the law differs across jurisdictions. In countries like the United States or the United Kingdom, lawyers may engage in real estate transactions if they strictly compartmentalize their roles and disclose any potential conflicts. For example:
In the U.S., the Model Rules of Professional Conduct allow part-time work as long as it does not interfere with legal duties.[3]
In the UK, solicitors can act for property developers, provided they are not simultaneously representing conflicting parties in court.
This divergence highlights a philosophical divide: African legal systems often prioritize collectivist ethics (protecting societal trust in the profession), while Western systems tend to focus on individual autonomy (allowing professionals to diversify their careers).
THE RIPPLE EFFECT OF THE DECISION
The Ukah case has far-reaching implications for Nigerian lawyers. It reinforces that the legal profession is not a mere occupation but a vocation with moral and public duties. Some key takeaways include:
- Career Strategy for Lawyers: Practitioners must now avoid roles that could be perceived as exploiting the law’s machinery (e.g., consulting in industries tied to litigation).
- Regulatory Vigilance: The Nigerian Bar Association (NBA) and courts have a duty to proactively address blurry lines of conduct.
- Public Trust: The ruling signals to laypeople that lawyers are bound by an ethical framework that transcends profit.
RECOMMENDATIONS
On the succinct authority of the Court of Appeal decision in Ukah & Ors v. Onyia, a legal practitioner is not forbidden from selling land as a commissioned agent but cannot act also as a legal practitioner while so engaged. The effect of Rule 7(2)(b)[4] is that you cannot be a legal practitioner and commission agent in the same land transaction. This position is logical and equitable, since equity leans against double portion.
Therefore, it is not the law that a legal practitioner cannot be a land agent for commission or ‘sell land’, but to do so without infraction of Rule 7(2)(b) requires:
- A Legal Practitioner may act as legal practitioner and agent, but cannot collect the commission entitled an agent when he does so.
- A Legal Practitioner may act as legal practitioner, but involve another legal practitioner to act as agent for commission
- A Legal Practitioner can act as an agent when he is not in active legal practice.
- A legal practitioner must not in any transaction act as the Legal Practitioner while engaging also as the Agent receiving commission.[5]
CONCLUSION
The Ukah case draws a clear line in the sand: a lawyer cannot straddle the worlds of advocacy and commerce without breaching the foundational principles of the profession. While the decision may seem harsh to those seeking to diversify income streams, it ultimately safeguards the legal system’s integrity.
In an era where professionals increasingly juggle multiple roles, Ukah v. Onyia serves as a reminder that the legal profession’s unique responsibilities demand unwavering dedication. As the Court of Appeal aptly stated:
“The lawyer’s oath is not to himself, but to the law and the people he serves.”
-Adapted from the judgment in Ukah & Ors v. Onyia & Ors (2016).
REFERENCE:
- LPELR-40025(CA) ↑
- Ukah and Others v Onyia and Others (CA/E/295/2008) [2016] NGCA 109 (20 January 2016) available on https://nigerialii.org/akn/ng/judgment/ngca/2016/109/eng@2016-01-20 accessed on January 2026 ↑
- Rule 1.12 Model Rule of professional Conduct ↑
- IBID ↑
- NBA v. Ibebunjo (2013) 18 NWLR (Pt 1386) ↑
- LPELR-40025(CA) ↑
