Contracting in the Void: The Enforceability of Cross-Border Commercial Agreements in Nigeria's Fintech Payment Ecosystem

Nigeria's fintech ecosystem processed nearly 11 billion payment transactions in 2024, worth ₦1.56 quadrillion in the first half of that year alone, positioning the country as Africa's largest digital payments market. That volume rests on an uncertain legal foundation: the commercial contracts that underpin these cross-border digital transactions exist within a regulatory and private international law framework that was neither designed nor adapted for the fintech era. While extensive scholarship has addressed Nigeria's regulatory landscape, including the Central Bank of Nigeria's evolving payment guidelines, the AfCFTA Digital Trade Protocol, and cross-border data flow governance, the foundational question of contract enforceability in Nigeria's fintech-enabled cross-border commercial transactions has attracted little dedicated legal analysis.   This paper fills that gap. It examines the intersection of Nigeria's choice of law regime, its Arbitration and Mediation Act 2023, and the practical realities of dispute resolution in cross-border commercial agreements facilitated by fintech payment infrastructure. The paper argues that Nigerian parties to cross-border digital commercial contracts face a three-layered enforcement vacuum: first, the absence of Nigeria's accession to the Rome Convention creates unpredictability in governing law determinations; second, the fragmented multi-regulator oversight, spanning the CBN, SEC, NITDA, and NAICOM, produces conflicting jurisdictional claims over fintech-mediated commercial disputes; and third, the Pan-African Payment and Settlement System (PAPSS), while operationally transformative, has no corresponding private law framework governing the contracts it facilitates.   Drawing on Nigerian case law, comparative analysis with Kenya and South Africa, and the emerging AfCFTA Digital Trade Protocol annexes, this paper proposes a model governing law and dispute resolution clause framework specifically designed for Nigerian parties engaged in fintech-facilitated cross-border commercial transactions. The proposed framework addresses the current legal void and offers practitioners a practical tool for structuring enforceable cross-border digital commercial agreements under Nigerian law.