15th September 2025, NewsOrient, Law Report, News, Law And Society, Technology. Photo Credit: Nigerian Court Of Appeal
Posted By Samuel Egburonu, Editor

MTN NIGERIA COMMUNICATIONS LTD v. BARR ACHUNULO GODWIN JR.

Appeal No: CA/OW/456/2019 — Delivered on 4th July, 2025
Key Issue: Whether exchange of text messages between parties constitutes a valid contract; Whether subscription to MTN caller tune(s) through SMS conversation constitutes a valid contract.

Per ~ NTONG F. NTONG, JCA:

Now, a contract is said to exist when there is a clear existence of an offer and unconditional acceptance of the terms and a legal consideration. See the cases of OKAFOR & ANOR Vs. CBN (2024) LPELR-62978(SC) and NEKA B.B.B. MANUFACTURING CO. LTD Vs. ACB LTD (2004) LPELR-1982(SC).

In the instant case, the Respondent asserts, and the lower Court agreed with him, that the SMS conversations between the parties gave rise to a valid contract. The SMS text messages in question, which were pleaded in paragraphs 3,4,5 and 7 of the Further Amended Statement of Claim, are contained in Exhibit PW1. They show that on those dates, there was a conversation between the Appellant and the short code 33022. There is also evidence that an amount of N50 was deducted from the Appellant for consideration for the said caller tunes. The only defence the Appellant raised to the case of the Respondent was that the said caller tunes did not emanate from them. The lower Court held that the onus was on the Appellant to establish that the said message from short code 3302 did not emanate from them.

I am of the view that the contents of Exhibit PA showed that there was an offer from short code 3302, which the Respondent accepted and for which the Respondent furnished consideration. The Appellant’s objection to the tendering of the said Exhibit PA was overruled by the lower Court and there is no Appeal on the ruling of the lower court regarding the said Exhibit. Despite the denial of the Appellant that the message from the said short code did not emanate from her, there is no denial from her that the consideration for the said transaction was deducted by her, from the Respondent’s account. I agree with the lower Court that the onus of establishing that the said message from the short code was not from the Appellant was on the Appellant to prove and not the Respondent. This is having regard to the evidential burden of proof in this instance.

In the instant case, I am of the view that the Respondent by the evidence of the SMS and the deductions from his airtime account with the Appellant, which fact the Appellant did not deny, have established that there was a transaction between the parties through the short code, 3302.

The submissions of the Appellant that a contract cannot be established by SMS messages also holds no water as there is evidence that all the elements of a valid contract were in existence in this case. Having regard to the provisions of the law as reiterated above, I find that the lower Court rightly found that there existed a contract between the parties and that the Appellant breached the same.
(Pp 12 – 21).

Why This Matters

WHY THIS MATTERS

This case sets a powerful precedent for digital and electronic contracting in Nigeria.
Here’s why it’s important:
• SMS & Digital Communications are Legally Binding – If the elements of a contract (offer, acceptance, and consideration) are present, the law will recognize it, even if no paper was signed.

• Corporate Accountability in Digital Services – Telecom companies and online service providers can no longer hide behind “technical denials” if they profit from a transaction but fail to deliver.

• Consumer Protection Strengthened – It empowers subscribers to hold companies accountable for charges made via digital platforms (SMS, apps, USSD, etc.).

• E-commerce and Fintech Implications –

This principle extends beyond telecoms; any business that transacts through digital messages must honour agreements once consideration is received.

The Bottom line: In the eyes of the law, your “Yes” via text can be as binding as your signature on paper.

Businesses must treat every digital transaction with the same seriousness as a physical contract.

~ Published By NewsOrient Network

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