COMPANY & CORPORATE LAW CASES/JUDGMENTS-2
POLICY, PRACTICE & PUBLISHING LAW REPORTS, 3PLR
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| TITLE | MAIN ISSUES |
| BRAILEY V. RHODESIA CONSOLIDATED LIMITED
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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 |
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BRITISH AND FRENCH BANK V. JIA ENT. LTD
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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
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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 |
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CHIEF NYE JOHN D. GEORGEWILL V. MADAM GRACE EKINE
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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 |
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CHRISTOPHER OKEKE V. SECURITIES AND EXCHANGE COMMMISSION & ORS
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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. |
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CONTRACT RESOURCE NIGERIA LTD. & ANOR. V. UNITED BANK FOR AFRICA PLC.
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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 |
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D & L CATERERS LTD AND JACKSON V D’ANJOU
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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 |
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DAFEN TINPLATE COMPANY, LIMITED V. LLANELLY STEEL COMPANY (1907) LIMITED
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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. |
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DAILY TIMES (NIG.) PLC. V. AKINDIIJ
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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. |
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DANIELS AND OTHERS V. DANIELS AND OTHERS
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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
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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 |
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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.
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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
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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. |
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ESTMANCO (KILNER HOUSE) LTD V. GREATER LONDON COUNCIL
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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
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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
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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 |
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FREEMAN AND LOCKYER (A FIRM) V. BUCKHURST PARK PROPERTIES
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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
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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 |
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GARUBA V. KWARA INVESTMENT COMPANY LTD.
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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
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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 |
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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. |
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HASSAN GARBA V. MUSA LAWAN BCOMPANY LAW:- AIRNIWA & ANOR
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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.
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COMPANY LAW:- Companies Act, 1862, s. 20 – Unregistered Company – Intended Registration of New Company – Similarity of Name – Injunction quia timet. |
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HEYTING V. DUPONT AND ANOTHER.
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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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