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COMPANY & CORPORATE LAW CASES/JUDGMENTS-2

POLICY, PRACTICE & PUBLISHING LAW REPORTS, 3PLR

[PDF copy of any judgment listed and published here can be sent to your email for N300 only. Compendium of select segments and research support is also available. Email us through lawnigeria@gmail.com and info@lawnigeria.com or text 07067102097]

 

TITLE MAIN ISSUES
BRAILEY V. RHODESIA CONSOLIDATED LIMITED

 

 

COMPANY LAW:- Winding-up – Reconstruction – Dissentient Shareholder – Registered Office in Rhodesia – Notice of Dissent left at London Office – Waiver by Liquidator – Conflict of Law – Companies Act, 1862 (25 & 26 Vict. c. 89), s. 161 – Companies (Consolidation) Act, 1908 (8 Edw. 7, c. 69), s. 192, sub-s. 3 – Evidence of Local Law.
BRIGADIER G.T. KURUBO and ANOR. V. ZACH-MOTISON NIGERIA LIMITED COMPANY AND CORPORATE LAW – LEGAL PERSONALITY:- Liability of officer of company for acts of company

BRITISH AND FRENCH BANK V. JIA ENT. LTD

COMPANY LAW:- Debenture – Floating charge – Definition of

COMPANY LAW:- Floating charge – Companies having power to create – Sections 101 (1) (f) and 114 Companies Act.

BRITISH EQUITABLE ASSURANCE COMPANY, LIMITED V. BAILLY COMPANY LAW: Company – Life Assurance Company – Mutual Assurance – Policy-holder participating in Profits – Alteration of Regulations – Power of Company to alter Rights of Policy-holder
BRONIK MOTORS LTD. V. WEMA BANK LTD. COMPANY LAW:– Banking and finance – Guarantee given on behalf of an unincorporated entity – Whether binding against a subsequently incorporated but connected entity – Relevant considerations
BROWN V. BRITISH ABRASIVE WHEEL COMPANY, LIMITED

 

COMPANY LAW: Company – Articles – Alteration of same – Power enabling Majority to expropriate Minority on proper Compensation – Benefit of Company as a whole versus benefit of majority to the detriment of minority – Companies (Consolidation) Act, 1908 (8 Edw. 7, c. 69), s. 13.
CAPITAL FINANCE CO. LTD. V. STOKES AND ANOTHER COMPANY  LAW:- Charge – Registration – Validity of unregistered charge – Whether created before or after property acquired
CAPARO INDUSTRIES PLC V. DICKMAN AND OTHERs COMPANY LAW:- Company – Professional Negligence – How treated

CHIEF NYE JOHN D. GEORGEWILL V. MADAM GRACE EKINE

COMPANY LAW:- Company directors – Nature of relationship between company and director – Whether company director is agent for company

COMPANY LAW:- Legal personality – When company acquires – Effect of legal status

CHRISTOPHER OKEKE V. SECURITIES AND EXCHANGE COMMMISSION & ORS

COMPANY LAW:- Publicly quoted company – Misstatement in the published accounts and other related matters of a criminal nature – Powers of the Securities and Exchange Commission through its Administrative Proceedings Committee to investigate accusations of a criminal nature against a corporate body – Company and Allied Matters Act and Investments And Securities Commission Act – Where there is consistency between the two legislations – How resolved – Constitutional aid to the question – Relevant considerations

COMPANY LAW:- Provisions of Sections 331 – 333 of the CAMA – Imposition of a duty upon a company to keep proper and accurate records of accounts and the penalties for non-compliance therewith – Sections 334 – 337 – Imposition of a duty upon Directors of the Company to prepare annual accounts – Sections 345 – 348 of the Act – Duty on Directors to deliver financial statement, and the penalties for non-compliance therewith – Whether matters relating to the operations of a company the Management and assets thereof and thus within the jurisdiction conferred by the Constitution on the Federal High Court.

CONTRACT RESOURCE NIGERIA LTD. & ANOR. V. UNITED BANK FOR AFRICA PLC.

COMPANY LAW – LEGAL PERSONALITY:- Directors – Powers of a company via its Directors – Whether Order 6 Rule 5(1)(b) of the Supreme Court Rules allows a company through its director to prepare a brief on the company’s behalf – Whether  a company could only be represented by attorney and it was not in the same position as a litigant in person – Effect of Section 15(1) of the Supreme Court Act thereto

D & L CATERERS LTD AND JACKSON V D’ANJOU

CORPORATE AND COMPANY LAW:- Company or corporation – Defamation of business – Range of actionable causes of action in defamation applicable to corporate body – Whether narrow than that applicable individuals – Defamation related to company’s business – How proved

DAFEN TINPLATE COMPANY, LIMITED V. LLANELLY STEEL COMPANY (1907) LIMITED

COMPANY LAW: Articles of association – Alteration of same to give majority of shareholders unrestricted Power to expropriate any Shareholder so as to protect the company’s interests – “When Bona fide for the benefit of the Company as a whole” – Exception of one particular Shareholder from operation of Power – Fair Price of expropriated Shares fixed by Directors – Invalidity – Companies (Consolidation) Act, 1908 (8 Edw. 7, c. 69), s. 13.

DAILY TIMES (NIG.) PLC. V. AKINDIIJ

COMPANY LAW:- Company secretary -Power to appoint and remove -In whom vested – Section 296(1) of the Companies and Allied Matters Act.

COMPANY LAW:- Rule in Foss v. Harbottle (1843) 2 Hare 261, 57 ER 189 – Purport of.

COMPANY LAW:- Company secretary – Protection of under section 296 of the Companies and Allied Matters Act – Extent and scope of- Whether protects a person holding dual position of company secretary/legal adviser.

DANIELS AND OTHERS V. DANIELS AND OTHERS

COMPANY LAW:- Minority shareholder – Representative action – Negligence alleged against majority shareholders – Negligence resulting in profit to majority shareholders at expense of company – No fraud alleged – Majority shareholders directors of company – Directors alleged to have procured company to sell land to one of themselves – Action by minority shareholders alleging that sale at an undervalue – Statement of claim alleging that sale made in breach of duty and that directors had benefited from breach but not alleging fraud – Whether action maintainable by minority shareholders – Whether statement of claim should be struck out.
DARIO CALIGARA V. GIOVANNI SARTORI AND COMPANY LIMITED COMPANY LAW:- Pre-incorporation contract – Whether company can ratify pre-incorporation promoter’s contract or be bound by it
DERRY V. PEEK COMPANY LAW: Action for Deceit – False Representation – Fraud – “Legal Fraud” – Company – Misrepresentation in Prospectus – What needs to be proved to succeed
DIAMANTIDI V. GROSVENOR SECURITIES LIMITED AND THE GUILDHALL TRUST LIMITED COMPANY LAW:- Companies – Sale of shares – Condition of solvency – Ascertainment of solvency
DINGSE V. REGISTERED TRUSTEES OF CHURCH OF CHRIST IN THE SUDAN

 

 

 

 

COMPANY LAW:- Trustees – appointment of – Change of – Section 682 and 683 of the Companies and Allied Matters Act, 1990 – Need to register same with the Corporate Affairs Commission as condition precedent to validity

COMPANY LAW:– Registration of a company or body under the Companies and Allied Matters Act, 1990 – Whether qualifies every action brought by or against the company or body as arising from the Act

DIPCHARIMA V. UMAR ALI

COMPANY LAW:- Statement of account of company – Who may demand for access thereto – Claim for declaration that a party has no proprietary interest either as shareholder director, managing director in company to be entitled to access to its statement of accounts – Claim fro perpetual injunction and damages – When will be granted
DOMINGO V. THE QUEEN CORPORATE AND COMPANY LAW:- Obtaining the registration of a business name using false or fictitious information – Legal effect –
DR. SEBASTINE OKECHUKWU MEZU V. CO-OPERATIVE & COMMERCE BANK NIGERIA PLC & ANOR COMPANY LAW:- Corporate veil – When the law will allow lifting of the veil of corporate entity
EDOKPOLO & COMPANY LIMITED V. SEM-EDO WIRE IND. LTD & ORS.

 

 

 

COMPANY LAW – PRE-INCORPORATION CONTRACT:- Bindingness of pre-incorporation contracts – Whether a company can ratify a contract purportedly made on its behalf before its incorporation – Whether a company after incorporation can enter into a new contract to put into effect the terms of the preincorporation contract?

COMPANY LAW – MINORITY PROTECTION:- Rule in Foss v. Harbottle – Exceptions thereto

ELEY V. THE POSITIVE GOVERNMENT SECURITY LIFE ASSURANCE COMPANY, LIMITED COMPANY LAW: – Articles of Association – Appointment of Solicitor – Public Policy
EMILE ERLANGER AND OTHERS V. THE NEW SOMBRERO PHOSPHATE COMPANY AND OTHERS COMPANY LAW:- Promoters – Fiduciary Position – Concealment of Material Facts.
 EMMANUEL J. IWUCHUKWU V. ENGINEER DAVID C. NWIZU AND ANOTHER COMPANY LAW – DIRECTOR OF A COMPANY:- Removal of – Relevant consideration
ERONINI V. HARBOR AND OTHERS

 

COMPANY LAW:- Companies Ordinance, Chapter 38 Sections 12 and 70 – Articles of Association – Life Managing Director and Chairman of Board of Directors – Dismissal of person so appointed – Resolution.

ESTMANCO (KILNER HOUSE) LTD V. GREATER LONDON COUNCIL

COMPANY LAW:- Minority shareholder – Right of minority shareholder to maintain representative action – Fraud on minority – Action against majority shareholder – Company bringing action against majority shareholder for breach of contract – Majority shareholder having 100% of voting rights – Majority shareholder using voting power to force company to discontinue action – Majority shareholder not a director and owing no fiduciary duty to company – Whether majority shareholder entitled to vote according to its own interest – Whether majority shareholder’s vote an abuse or misuse of power – Whether a fraud on minority
FARMART PRODUCE AND SHIPPING LINE LTD V. ESTABLISHMENT DE COMMERCE GENERAL

 

COMPANY LAW:- Application for winding-up proceedings of a company – An application for an order for stay thereto and an order restraining the petitioner from publishing notices of its intention to apply for the winding-up order in the gazette or newspapers – How treated
FEDERAL MORTGAGE BANK OF NIGERIA V. NIGERIAN DEPOSIT INSURANCE  CORPORATION COMPANY LAW: Action against Company in Liquidation – Jurisdiction of the Federal High Court in respect of banker/customer disputes
FEDERAL UNIVERSITY OF TECHNOLOGY, MINNA & ORS V. DR. (MRS) ADAEZE G.N.C. OKOLI CORPORATE AND COMPANY LAW – CAPACITY TO SUE OR BE SUED:- Legal personality – Capacity to sue or be sued – How conferred – Implication for an action against a statutorily established legal entity
FERRIS GEORGE & SONS LTD V. KHOURY COMPANY LAW – Companies-Articles of Association-Directors’ discretion re transfer of shares.
FIRST BANK OF NIGERIA PLC V. MRS DIBO ABOKO

 

COMPANY LAW:- Action for wrong done to or on behalf of a company – Proper party to sue or be sued – Whether agents of an incorporated entity acting in the course of their employment can be joined as parties to a suit for wrongs claimed the company – Relevant considerations

FREEMAN AND LOCKYER (A FIRM) V. BUCKHURST PARK PROPERTIES

COMPANY LAW:- Company – Director – Authority – Power of board of directors to appoint managing director – None appointed – Architects engaged by single director for company business – Whether company liable for fees.
FOSS V. HARBOTTLE

 

COMPANY LAW:- Capacity to sue private liability company – Shareholder rights and capacity to sue – Enforcing wrong done to a company by its directors and promoters – When to depart from a general rule

GARUBA V. KWARA INVESTMENT COMPANY LTD.

COMPANY LAW:- Pre-incorporation contract – Bindingness of on company – Precondition therefor.

COMPANY LAW:- Take over of company – Transfer of assets and liabilities of one company to another -How proved.

GENERAL AUCTION ESTATE AND MONETARY COMPANY V. SMITH

 

 

 

 

COMPANY LAW:- Application for the appointment of a Provisional liquidator – Consequence of Petitioner’s failure to particularize facts in support.

COMPANY LAW:- Appointment of liquidator – What a Court must ask itself when considering the appointment of a provisional liquidator

COMPANY LAW:- Appointment of liquidator – Whether sufficient for court to appoint without naming appointee or prescribing how he is to be identified.

GENERAL & AVIATION SERVICES LTD. V. CAPTAIN PAUL M. THAHAL COMPANY LAW:- Incorporated Company – Trading Company – Implied Power of Borrowing Money
GEORGE NEWMAN AND CO. In re COMPANY LAW:- Company – Winding-up – Director – Misfeasance – Misapplication of Assets of Company – Presents to Directors – Companies (Winding-up) Act, 1890 (53 & 54 Vict. c. 63), s. 10.
GLUCKSTEIN V. BARNES (OFFICIAL RECEIVER AND OFFICIAL LIQUIDATOR OF OLYMPIA, LIMITED) COMPANY LAW:- Company – Promoters – Secret Profit by Promoters – Duty of Disclosure

GRAY V. SMITH.

PARTNERSHIP: Partnership assets – Retirement of a partner – Implication for assets – Transfer of assets – When formal document is required instead of mere parole agreement to prove intention – Specific Performance – When will not be ordered
GREENHALGH V. ARDERNE CINEMAS, LTD. AND OTHERS COMPANY LAW:- Private company – Articles restricting transfer of shares to members – Majority resolution authorizing sales to strangers – Validity – Whether resolution passed bona fide for benefit of company.
GRESHAM LIFE ASSR. SOCIETY V. REGISTRAR OF COMPANIES COMPANY LAW:- Winding up – Foreign company – Where acceptable – Companies Decree No.51 of 1968.
GRUNDT V. GREAT BOULDER PROPRIETARY MINES LTD. COMPANY LAW:- Director – Retirement by rotation – Resolution for re-election lost – Provision in articles for retiring director, if not re-elected, to continue in office till next ordinary general meeting, or until place filled, or number of directors reduced – How treated
GUINNESS V. LAND CORPORATION OF IRELAND COMPANY LAW:- Limited Company – Memorandum of Association – Articles inconsistent with Memorandum – Application of Capital
HALIFAX PLC AND OTHERS V. HALIFAX REPOSSESSIONS LTD AND OTHERS COMPANY LAW:– Company name – Direction to change name – Application to set aside – RSC Ord 45.8 – Companies Act 1985, s 28(1).
HANSA INT. CONST. LTD V. MOBIL PROD. NIG. COMPANY LAW:- Application for winding petition based on a breach of contract –
HARBOUR V. ERONINI COMPANY LAW:- Removal of Managing Director – Welfare of the Company – Whether dominant factor.

HASSAN GARBA V. MUSA LAWAN BCOMPANY LAW:- AIRNIWA & ANOR

COMPANY LAW:- Law firm as business name under which a lawyer Practices –. Whether is not accorded legal personality capable of taking or defending actions in the law Courts – Designation which in addition to Law Firm may suffice –
HENDRIKS V. MONTAGU.

 

COMPANY LAW:- Companies Act, 1862, s. 20 – Unregistered Company – Intended Registration of New Company – Similarity of Name – Injunction quia timet.

HEYTING V. DUPONT AND ANOTHER.

COMPANY LAW:- Shareholder – Rights against company or directors – Action by minority shareholder – Misfeasance and breach of trust alleged but fraud or ultra vires of acts not pleaded – Whether withholding of company’s asset by majority shareholder-director – No damage to company – Whether action maintainable.

 

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