COMPANY & CORPORATE LAW CASES/JUDGMENTS
POLICY, PRACTICE & PUBLISHING LAW REPORTS, 3PLR
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| TITLE | MAIN ISSUES |
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COMPANY & CORPORATE LAW:- Action – Proper party to proceed against to enforce a contract made with an operation carried on as a registered business name |
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COMPANY & CORPORATE LAW:- Partnership – Pre Incorporation contract – Legal personality – Meaning of – Implication for Privity of contract |
| ABIODUN FASAKIN; FASAKIN FOODS (NIG.) LTD. V. IDOWU FASAKIN
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COMPANY & CORPORATE LAW:- Meaning of Debenture – Appointment of particular named person as receiver – Requirements to be met COMPANY & CORPORATE LAW:- Receiver-Manager – Duty on court to investigate fitness and suitability of person sought to be appointed as Receiver-manager |
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ABUBAKRI V. SMITH
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COMPANY & CORPORATE LAW:- Unincorporated associations-Religions body- Claim for order restraining defendants from holding out selves as members of Jamat-ul-Islam – Account – Surrender of documents – Rule in Foss V. Harbottle. |
| ACB PLC V. EMOSTRADE LTD
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COMPANY & CORPORATE LAW:- Partnership – Pre Incorporation contract – Legal personality – Meaning of – Implication for Privity of contract |
| COMPANY LAW – COMPANY DIRECTOR:- Duties and liablities of a Company Director | |
| ADEKEYE AND ORS. V. AKIN-OLUGBADE |
PARTNERSHIP:- Claim for account of partnership business – Proof of existence of partnership – Fundamental nature of – |
| COMPANY LAW – INSOLVENCY: – Winding Up: When proper to make winding up order – Grounds for winding up a company – Just and equitable ground – When can be invoked by court | |
| AFRICAN INTERNATIONAL BANK LTD. V. LEE AND TEE INDUSTRIES LTD.
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COMPANY LAW:- Charges – Charge created by company – Need for registration of – Section 94(1), Companies Act, 1968 – Import of COMPANY LAW:- Charges – Charge created by company – Non-registration of – Legal effect COMPANY LAW:- Charges – Meaning and purport of – Whether includes mortgage Section 93(a), Companies Act, 1968 |
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AGBONMAGBE BANK LIMITED V. G. B. OLLIVANT
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COMPANY LAW – LEGAL PERSONALITY:- Suit involving a juristic personality – Propriety of joining as a party an officer of the Company – “General Manager” – Nature of – Whether not a legal person but a post which is subject to succession – Duty of court thereto |
| AGBOOLA V. SAIBU |
LEGAL PERSONALITY:- Federal Ministry of Science and Technology – Legal status of – Whether can sue and be sued. |
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AIR VIA LIMITED V. ORIENTAL AIRLINES LIMITED
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COMPANY LAW:- Winding-up – Company unable to pay its debts- Power of court to wind up – When exercisable – Sections 408( d) and 409( a) of the Companies and Allied Matters Act, 1990.
COMPANY LAW:- Winding-up – Petition therefor on ground of inability to pay debt – Basis of – Where debt still in issue – Whether winding-up order can be made |
| ALAPIKI V. THE GOVERNOR OF RIVERS STATE |
LEGAL PERSONALITY:- Office of State Governor – Legal personality of – Distinction between the office and the holder thereof |
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ALERUCHI ETCHESON NSIRIM V. ONUMA CONSTRUCTION COMPANY (NIGERIA LTD.) |
COMPANY LAW:– Meetings – Minutes of board of directors meeting – Failure to keep minutes – Effect of – s.138 of Companies Act, 1968 (now s.242(1) CAMA, 1990) construed |
| ALLEN AND OTHERS V. JAMBO HOLDINGS
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COMPANY LAW:- Articles of Association – Shareholder – Vendor’s Shares – Fully Paid Shares – Unpaid Shares – Calls – Arrears – Debts – Lien of Company on Unpaid Shares – Alteration of Articles – Special Resolution – Lien on Fully Paid Shares for Arrears of Calls on Unpaid Shares – Contract – Retrospective Effect of Altered Articles – Companies Act, 1862 (25 & 26 Vict. c. 89), s. 50 – General Meetings – Notice – Service – “Member” – Deceased Member – Legal Personal Representatives. |
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COMPANY LAW – CORPORATE AFFAIRS COMMISSION:- Rejection of proposed corporate names by designating same as “Not Registable” under Part C of the Companies and Allied Matters Act (CAMA) – Whether improper, ultra vires and not in accordance with CAMA provisions |
| AMERICAN EXPRESS INTERNATIONAL BANKING CORP V. HURLEY
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COMPANY LAW: Insolvency – Receivership – Duty of receiver – Duty to guarantor of company’s debts – Sale of company’s assets – Receiver appointed by mortgagee – Receiver carrying on business and selling assets to repay debts – Assets sold at undervalue – Whether receiver and mortgagee owing duty of care to guarantor in realising assets – Whether receiver acting as mortgagee’s agent in realising assets |
| COMPANY LAW:- Memorandum and Articles – Alteration of Articles – Increase of Capital – Preference Shares – Legal effects | |
| ANDREWS V. MOCKFORD
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COMPANY LAW:- Misrepresentation – Prospectus – Intention to induce Purchase of Shares – Liability to Purchaser – Publication of False Statements confirming those of Prospectus – Purchase of Shares by Person who had received Prospectus – Liability of Person causing Publication. |
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ANGLO CANADIAN CO LTD V. ALOKOLARO AND CO.
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COMPANY LAW:- Reserve Fund – Reserve Fund created by Memorandum of Association – Fund for Benefit of Preference Shareholders – Where Fund used for General Purposes –Validity – Articles of Association – Effect |
| APAMPA V. ABEOKUTA GOLF INTERNATIONAL LIMITED
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COMPANY LAW:– Incorporation at the Corporate Affairs Commission of Nigeria – Form C.O.7 – Falsification of – Who can complain COMPANY LAW:- Locus standi – Person no longer a member of a Company – Seeking to void resolution passed at Company’s extra ordinary general meeting – Whether possesses locus standi COMPANY LAW:- Sections 622 and 643 Companies and Allied Matters Act Cap. 59 Laws of the Federation of Nigeria, 1990 – Untrue Statement – Whether Federal High Court can enforce provisions of in a civil claim |
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APOSTLE PETER EKWEOZOR & ORS V. THE REGISTERED TRUSTEES OF SAVIOURS APOSTOLIC CHURCH OF NIGERIA
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COMPANY LAW – MERGER OF INCORPORATED TRUSTEES:- Where merger culminated in the registration emergent entity under a new name but with number of one of the constitutive entities – Effect – Whether the amalgamation/merger is deemed complete and indivisible – Implication for holding of property of subsumed entities COMPANY LAW – LEGAL PERSONALITY:- Proof of – Whether the only way to prove the identity or juristic personality of a company or a registered association is by tendering the original or certified true copy of the certificate of incorporation COMPANY LAW – INCORPORATED TRUSTEES:- Proof of incorporation – Change of name – Onus to plead and prove same in spite of tendering the certificates of incorporation – Need to prove that the name was changed and that all the requirements for change of name were complied with – Section 680 (5) of CAMA – What is deemed prima facie evidence that the requirements and requisitions for change of name under sections 680 (1) – (4) and 682 of CAMA were complied with |
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ARTRA INDUSTRIES NIGERIA LIMITED V. THE NIGERIAN BANK FOR COMMERCE AND INDUSTRY |
COMPANY LAW:- Director of a company – Statutory management powers and duties thereof – Exercise of – What should influence. |
| ASHBURY RAILWAY CARRIAGE AND IRON CO. V. RICHE |
COMPANY LAW:- Companies Act, 1862 – Memorandum of Association – Articles of Association – Directors – Shareholders – Ultra vires. |
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ATAGUBA AND COMPANY V. GURA NIGERIA LIMITED
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COMPANY LAW:- Unregistered firm – Person carrying on business in a name or style other than his own name – Whether can be sued in such name or style – Order 11 rules 9 and 26 of the High Court of Kaduna State (Civil Procedure) Rules, 1987 considered.
COMPANY LAW:- Unregistered firm – Two or more persons trading as partners – Whether can be sued in their unregistered firm name – Order 11 rules 9 and 26 of the High Court of Kaduna State (Civil Procedure) Rules, 1987 considered. |
| ATTORNEY GENERAL OF LAGOS STATE V. EKO HOTELS LIMITED
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Company Law:- Limited liability Company – Circumstances in which a State Government can inquire into the activities of employees of a limited liability company in which the State Government owns shares. Company Law:- Sale of shares in a Limited Liability Company – Whether a State Governor can set up a Tribunal to inquire whether approval of the Security and Exchange Commission was obtained prior to the sale. Company Law:- Shares owned by a State Government in a private company – Whether the Governor of a State can set up a Tribunal of inquiry into the sale and acquisition of shares and appoint a serving judicial officer in the State Judiciary as Chairman of the Tribunal. |
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B. LIGGETT (LIVERPOOL) LIMITED V. BARCLAYS BANK, LIMITED
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COMPANY LAW:- Directors of company – Powers and Articles of Company – Instruction to bankers as to signature – Where changed within powers allotted by the Articles – Bank acting on changed instruction – Liability of bank where change was not properly authorized |
| BABATUNDE ADENUGA V. J. K. ODUMERU(2)
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COMPANY LAW – Minority shareholders – Limits of powers thereof – Rule in FOSS V HARBOTTLE (1843) 2 Hare 461. – Basis of -Scope of application of |
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BAILLIE V. ORIENTAL TELEPHONE AND ELECTRIC COMPANY LIMITED
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COMPANY LAW:- Company – Alteration of Regulations – Life Assurance Company – Mutual Assurance – Policy-holder participating in Profits – Power of Company to alter Rights of Policy-holder – Companies Act, 1862 (25 & 26 Vict. c. 89), ss. 50, 209 – Companies (Memorandum of Association) Act, 1890 (53 & 54 Vict. c. 62), s. 1. |
| BANJO V. ETERNAL SACRED ORDER OF CHERUBIM AND SERAPHIM |
COMPANY LAW:- Action pursuant to the Memorandum and Articles of Association of Plaintiff company – Defendants constituting secessionists – How treated |
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BANK OF BARODA V. PANESSAR AND OTHERS
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COMPANY LAW:- Charges – Debenture – Demand made under debenture – Money payable on demand – Whether notice demanding repayment required to specify amount due – Whether debtor company entitled to reasonable time to repay amount owing |
| BANK OF BARODA V. IYALABANI LIMITED
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COMPANY LAW:- Juristic personality of a Company – Duty on company to reflect same in the writ and pleadings – Where company fails to add “limited” to its name – Whether robs it of legal personality – Section 29 Companies and Allied Matters Act considered |
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COMMERCIAL AND COMPANY LAW:- Operations of foreign incorporated company – Liability arising therefrom – Applicable law for determining attachment of liability – Whether incorporation laws of home country of corporation applies
COMMERCIAL AND COMPANY LAW:- Shareholding, Partnership and Agency distinguished – Liability of an agent representing a foreign company with limited liability registration status – Applicable law |
| BEATTIE V. E. & F. BEATTIE LIMITED.
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COMPANY LAW:- Company Director – Claim for alleged sums improperly paid by him to himself and to another out of company’s funds – Representative action – Motion for stay of proceedings – Article containing reference to arbitration – Companies Act, 1929 (19 & 20 Geo. 5, c. 23), s. 20. – How treated |
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BELL HOUSES LTD V. CITY WALL PROPERTIES LTD
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COMPANY LAW:- Incorporation – Ultra vires – Construction of objects clause of memorandum of association – “In connexion with”– Commission claimed by company under alleged contract for introduction of financier – Property development company which had not itself obtained finance from such a source – No interest in scheme of development for which any money to be used – Chairman’s knowledge taken to be acquired in capacity as chairman – Effect COMPANY LAW:– Main object of company property development – Objects clause extending to doing things incidental or conducive to prior objects, including any business which could be carried on advantageously in connexion with or as ancillary to prior or main objects – Whether contract ultra vires – Whether ultra vires able to be raised by way of defence to liability on contract. |
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BELL HOUSES LTD. V. CITY WALL PROPERTIES LTD
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COMPANY LAW – Company – Powers – Memorandum of association – Plaintiff company in business as property developers – Knowledge of sources of finance acquired by chairman of plaintiff company in course of its business – Power “to carry on any other … business … which can, in the opinion of the board of directors, be advantageously carried on … as ancillary to … the general business of the company” – Power “to … turn to account … any of the property and assets for the time being of the company …” – Contract by defendants to pay plaintiff company pro-curation fee for introduction of financier providing defendants with bridging finance – Whether contract ultra vires the plaintiff company. |
| BELMONT FINANCE CORPORATION V. WILLIAMS FURNITURE LTD AND OTHERS
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COMPANY LAW – SHAREHOLDING:- Transactions in shares of company – Arm’s length transaction – Where purchase financed by selling inflated asset to company and using money so obtained to buy company – Legality – Whether parties liable to company in conspiracy or as constructive trustees – Companies Act 1948, s 54. |
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BERNARD OJEIFOR LONGE V. FIRST BANK OF NIG. PLC
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COMPANY LAW – DIRECTORS:- on the procedure for removal of a Director- Section 262 of Companies and Allied Matters Act Cap Laws of the Federation 1990 – What suspension of an employee from work means -whether a person can be suspended without notice to him of the meeting at which the suspension was discussed and agreed |
| BIRCH V. CROPPER AND OTHERS IN RE THE BRIDGEWATER NAVIGATION COMPANY LIMITED |
COMPANY LAW:-Capital partly paid up – Preference Shareholders – Winding up -Surplus Assets – Distribution according to Subscribed Capital – Companies Act 1862 (25 & 26 Vict. c. 89) s. 133 sub-s. 1, 10. |
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BLUE IP INC V. KCS HERR VOSS UK LTD
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COMPANY LAW:- Legal personality – Subsidiary and connected companies – Implications for vested interests – Intellectual property rights |
| BONSOR V. MUSICIANS’ UNION
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COMPANY LAW – JURISTIC PERSONALITY:- A body statutorily vested with the right to sue and be sued as well as hire agents and employees – Whether a juristic personality without manifest intention of the legislator – Whether a body can be a legal entity and not a juristic body – Whether statutorily registered trade unions do not possess a status amounting to a legal personality distinct from their membership COMPANY LAW – REGISTERED VOLUNTARY ORGANISATION:- Whether the registered name is nothing more than a collective name for all the members – Whether the registered name is one which may be used to denote the union as an unincorporated society in legal proceedings as well as for business and other purposes – Whether members or agents of the union are not personally for liabilities arising from acts of the union through its employees and agents |
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