STOP SEEING INTRUSIVE ADS, & HAVE PREMIUM FEATURES? Stop seeing intrusive ads and have a smoother reading experience, once you sign up on Judicial Poetry. Sign up now!

RATIONALE BEHIND NULLITY OF PRE-INCORPORATION CONTRACT

Reach more audience. Place advert here.

In Kelner v. Baxter (1866) L. R. 2 C.P. 174 Erie C.J. explaining the rationale of the principle [pre-incorporation contract] said: “as there was no company in existence at the time, the agreement would be wholly inoperative unless it were held to be binding on the defendant personally…where a contract is signed by one who professes to be signing as agent, but who has no principal existing at the time, and the contract would be altogether inoperative unless binding upon the person who signed it, he is bound thereby; and a stranger cannot by a subsequent ratification relieve him from the responsibility”.

Was this dictum helpful?

SHARE ON

company

FOREIGN COMPANY NOT INCORPORATED IN NIGERIA CAN SUE IN NIGERIA

On this appeal, it was argued by counsel on behalf of the respondent that even though it may be a legal entity in its country of incorporation, it had no artificial personality in Nigeria since the Companies Act is silent on whether a company such as the appellant would be allowed to sue or not....

Membership Required

You must be a member to access this content.

View Membership Levels

Already a member? Log in here

COMPANY WILL NOT BE USE AS AN INSTRUMENT OF FRAUD

It must be stated unequivocally that this court, as the last court of the land, will not allow a party to use its company as a cover to dupe, cheat and or defraud an innocent citizen who entered into lawful contract with the company, only to be confronted, with the defence of the company’s legal...

Membership Required

You must be a member to access this content.

View Membership Levels

Already a member? Log in here

TESTIFY: ANY OFFICIAL CAN TESTIFY FOR A COMPANY

It is not necessary that it is only that person who carried out the function on behalf of the company that must testify. Not at all, as any official of the company well equipped with the transaction and or related documents would suffice to testify. – Peter-Odili JSC. Chemiron v. Stabilini (2018) Was this dictum...

Membership Required

You must be a member to access this content.

View Membership Levels

Already a member? Log in here

THE COMPANY CEASES TO HAVE RIGHTS WHEN A RECEIVER IS APPOINTED

The company ceases to have any right to deal with the assets. It’s right thereto is suspended. The Receiver/Manager appointed by the Debenture holder is now regarded as agent of the company for the purposes of dealing with assets in the Receivership. – Karibi-whyte, JSC. Intercontractors v. National Provident (1988) Was this dictum helpful? Yes...

Membership Required

You must be a member to access this content.

View Membership Levels

Already a member? Log in here

THERE MUST BE EVIDENCE OF RATIFICATION OF PRE-INCORPORATION CONTRACT

Before the above provisions could apply, there must be evidence of ratification by the new company of contracts made before its formation. In the case on hand, there was no such evidence. Nor was it shown who, if any body had ratified the contract between the plaintiff/appellant and the 1st defendant. — Oguntade, JSC. Garuba...

Membership Required

You must be a member to access this content.

View Membership Levels

Already a member? Log in here

A COMPANY IS NOT BOUND BY A PRE-INCORPORATION CONTRACT

It is now a settled principle of company law that a company is not bound by a preincorporation contract being a contract entered into by parties when it was not in existence. No one can contract as agent of such a proposed company there being no principal in existence to bind. It is also settled...

Membership Required

You must be a member to access this content.

View Membership Levels

Already a member? Log in here

No more related dictum to show.