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FOREIGN COMPANY NOT INCORPORATED IN NIGERIA CAN SUE IN NIGERIA

Dictum

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. That submission is misconceived. The principle of law that a foreign corporation, duly created according to the laws of a foreign state recognized by Nigeria, may sue or be sued in its corporate name in our courts is part of the common law. The suggestion that a foreign company duly incorporated outside Nigeria should first be registered in Nigeria under the provisions of the Companies Act, 1968 (which was then the applicable statute) dealing with registration of foreign companies, notwithstanding that it does not fall into the category of foreign company” as defined by that Act, is too preposterous and patently inimical to international trade to merit any prolonged or serious consideration. It suffices to say that the appellant company which was admitted by the respondent to be a limited liability company with its registered office in Copenhagen properly sued in its corporate name.

— Ayoola, JSC. Saeby v. Olaogun (1999) – SC.261/1993

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IN RECEIVERSHIP COMPANY DOES NOT LOSE ITS LEGAL PERSONALITY

It is important to appreciate the fact that the company neither loses its legal personality nor its title to the goods in the receivership.

– Karibi-whyte, JSC. Intercontractors v. National Provident (1988)

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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 that after incorporation a company cannot ratify such a contract purported to be made on its behalf before incorporation … But there is nothing preventing the company after incorporation from entering into a new contract to put into effect the terms of the preincorporation contract. This new contract can be in express terms or can be implied from the acts of the company after incorporation as well as from the minutes of its general meetings and board meetings.

— Nnamani, JSC. Edokpolo v. Sem-Edo & Ors. (1984) – SC.89/1983

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COMPANY CANNOT ACT ON ITS OWN, BUT ACT THROUGH HUMAN BEINGS

It is now trite in law that a company or corporate body not being a human being cannot act on its own and so carries out activities through human beings who are the operators or managers of the corporate body and so the manager or operators do not become personally liable for acts carried out for and on behalf of the company in the management or day to day business of the company. The follow up is that the company is an abstraction and operates through living persons and so an officer of the company takes an action in furtherance of the affairs of the company who is the principal and it is that principal that is liable for any infraction occasioned by those acts and not the official or employee. SeeN.N.S.C. v Sabana Company Ltd (1988) 2 NWLR (Pt.74) 23; Yusuf v Kupper International NV (1996) 4 NWLR (Pt.446) 17; UBN Ltd v Edet (1993) 4 NWLR (Pt.287) 288; Niger Progress Limited v North East Line Corporation (1989) 3 NWLR (Pt 107) 68.

— Tanko Muhammad, JSC. Berger v Toki Rainbow (2019) – SC.332/2009

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A COMPANY’S LEGAL PERSONALITY DIES AT THE DEATH OF THE COMPANY

A company is a legal person with legal capacity to sue or be sued. That legal personality and capacity continues until the company dies a legal death in the process, and as a result of winding up and dissolution.

– Oputa, JSC. Intercontractors v. National Provident (1988)

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ANY OFFICIAL CAN GIVE TESTIMONY FOR A COMPANY

Comet Shipp. Agencies Ltd v. Babbit Ltd (2001) FWLR (Pt. 40) 1630, (2001) 7 NWLR (Pt. 712) 442, 452 paragraph B, per Galadima JCA (as he then was ) held that: “Companies have no flesh and blood. Their existence is a mere legal abstraction. They must therefore, of necessity, act through their directors, managers and officials. Any official of a company well placed to have personal knowledge of any particular transaction in which a company is engaged can give evidence of such transaction.”

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FRAUD LIFTS VEIL OF INCORPORATION

One of the occasions when the veil of incorporation will be lifted is when the Company is liable for fraud as in the instant case. – Galadima JSC. Alade v. Alic (2010)

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