Organs of a company
By ohamara gleam
Table of Contents
1.0 INTRODUCTION
2.0 THEORETICAL FOUNDATIONS OF THE ORGANIC THEORY
2.1 The Fiction Theory
2.2 The Organic (Realist) Theory
2.3 The Doctrine of Attribution / Alter Ego
3.0 THE PRINCIPAL ORGANS OF A COMPANY
3.1 The Members in General Meeting
3.2 The Board of Directors
3.3 The Managing Director and Other Officers
3.4 The Company Secretary: Organ or Agent?
4.0 DIVISION AND ALLOCATION OF POWERS BETWEEN ORGANS
4.1 The Traditional Common Law Position
4.2 The Statutory Position under CAMA 2020
4.3 Circumstances of Default: When One Organ May Exercise the Powers of Another
5.0 THE DOCTRINE OF ATTRIBUTION IN CORPORATE LIABILITY
5.1 Civil Liability
5.2 Criminal Liability
6.0 CHALLENGES AND CONTEMPORARY ISSUES
7.0 CONCLUSION AND RECOMMENDATIONS
BIBLIOGRAPHY / TABLE OF AUTHORITIES
ABSTRACT
A company, being an artificial legal person devoid of physical existence, mind, or will of its own, can only act through natural persons who serve as its organs. The organic theory of corporate personality, first judicially articulated in Lennard’s Carrying Co Ltd v. Asiatic Petroleum Co Ltd and later refined in a plethora of decisions across common law jurisdictions, forms the bedrock of modern corporate governance. This paper undertakes a critical analysis of the organs of a company under Nigerian law, with reference to the Companies and Allied Matters Act (CAMA) 2020. It examines the historical evolution of the doctrine, identifies the principal organs (namely the members in general meeting, the board of directors, and the managing director/officers), interrogates the division of powers among them, and evaluates the circumstances under which one organ may act in default of another. The work further explores the doctrine of attribution, the alter ego principle, and the challenges posed by modern corporate practice. It concludes that although the CAMA 2020 has introduced significant reforms, the delicate balance among corporate organs remains a fertile ground for judicial and academic engagement.
INTRODUCTION
The company, since the celebrated decision in Salomon v Salomon & Co Ltd, has been recognised as a legal person distinct from its members. However, this juristic personality is a mere legal abstraction; the company has neither a body to be kicked nor a soul to be damned. Consequently, it must act through human agents who constitute its organs. Viscount Haldane LC famously observed in Lennard’s Carrying Co Ltd v Asiatic Petroleum Co Ltd that a corporation is an abstraction which has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who is really the directing mind and will of the corporation.
The term “organ” refers to those natural persons or bodies of persons through whom the will of the company is manifested and its powers exercised. In corporate parlance, an organ is distinguishable from a mere agent or servant, since the acts of an organ are treated in law as the acts of the company itself, whereas the acts of an agent bind the company only through the doctrine of agency.
THEORETICAL FOUNDATIONS OF THE ORGANIC THEORY
Fiction Theory
The fiction theory, propounded by Savigny and popularized by Salmond, posits that a company is a mere legal fiction with no real existence apart from the legal recognition accorded to it. Under this theory, only the state can breathe life into the company, and every act done in its name is the act of the individuals behind it.
The Organic (Realist) Theory
The realist theory, championed by Otto von Gierke, contends that a company is a real person with a real will, expressed through its organs. This theory found judicial acceptance in Lennard’s Carrying Co (supra) and was elaborated upon in H.L. Bolton (Engineering) Co Ltd v T.J. Graham & Sons Ltdwhere Denning LJ compared a company to a human body, with the directors and managers representing the “brain and nerve center” while other employees represented the “hands.”
The Doctrine of Attribution / Alter Ego
The alter ego doctrine, closely allied with the organic theory, was refined by Lord Hoffmann in Meridian Global Funds Management Asia Ltd v Securities Commission where His Lordship enunciated the “rules of attribution” governing the imputation of acts and states of mind to companies. The doctrine holds that the mind and will of those in effective control of a company are, in law, the mind and will of the company itself.
THE PRINCIPLE ORGANS OF A COMPANY
A company is an artificial person and cannot have physical existence therefore it acts through its shareholders in a general meeting and directors, managers and employees.
The company’s Article of association determines who acts in particular.
Sometimes directors have the power to act in company matters without having to consult shareholders. This is succinctly provided for in Section 87(4) of the 2020 CAMA, which provides that; “unless the articles otherwise provide, the board of directors, when acting within the powers conferred upon them by this Act or the articles, is not bound to obey the directions or instructions of the members in general meeting, provided that the directors acted in good faith and with due diligence.”
But sometimes directors need approval from shareholders before performing certain acts.
When it comes to the organs of a company, they may be defined as officers of an incorporated company who are the human beings through which the company operates. They may also be described as persons whose acts bind the company.
Note: it is not all human beings who find themselves within the corporate set up that can be seen to be the directing mind and will of the company to bind the company and or have their acts or knowledge attributed to the company.
In Shaw and Sons (Salford) Ltd v Shaw, The court stated that “A company is an entity distinct alike from its shareholding and its directors. Some of its powers may, according to its articles, be exercised by directors; certain other powers may be reserved for the shareholders in general meetings.”
So, the company as an artificial personality acts through human agents and the acts of these human agents, for example, the organs, are imputed to the company as if they were done by it. Therefore, the rights, duties, obligations, and liabilities are separated from those of its members.
Following from the above, there are two main groups in the corporate set up, which are:
The members in the general meeting and Board of Directors.
Members in the general meeting
The general meeting is the supreme organ of the company, comprising the shareholders/members who constitute the ownership of the enterprise. The general meeting exercises those powers reserved to it by the articles of association or by statute. These include:
A) Alteration of the memorandum and articles of association;
B) Increase or reduction of share capital;
C) Appointment and removal of directors;
D) Appointment of auditors;
E) Approval of financial statements;
F) Voluntary winding up.
The decision of the House of Lords in Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame is authority for the proposition that the general meeting cannot interfere with the exercise by the board of powers vested in it by the articles. Similarly, in John Shaw & Sons (Salford) Ltd v ShawGreer LJ held that if powers of management are vested in the directors by the articles, they alone can exercise those powers.
A shareholder is a person who purchases and holds a share in a company having a share capital. Share holders become members of a company once their names are entered on the register of members.
When it comes to this general meeting, it is held by the organs(shareholders) of the company, exclusive of the board of directors. The general meeting held by this shareholders is a key instrument for the protection of investors, and also the means by which members take the activities of obsessive and intractable directors. Shareholders express their opinions about the management’s performance in the general meeting and take crucial decisions within their powers concerning the future conduct of the business.
Both shareholders whose appears in a company’s register and board of directors are members of the company, but not all members of the company constitute an organ of the company. Section 105 of the 2020 CAMA provides who may be a member of a company, of which shareholders and directors of the company can be classified as one.
Board of Directors
The board of directors is the executive organ charged with the management of the company. Section 269(1) of CAMA 2020 provides that a person shall not act as a director of a company unless the person is duly appointed and qualified to act in that capacity. Section 87(2) recognizes the board as a distinct organ whose acts are those of the company itself when acting within powers conferred by the articles.
The powers of the board are typically enumerated in the articles (often in a provision analogous to Article 70 of Table A). In Trenco (Nig) Ltd v. African Real Estate & Investment Co Ltd, the Supreme Court of Nigeria affirmed the exclusive authority of the board to manage the affairs of the company, unless the articles provide otherwise. Nnaemeka-Agu JSC held that the acts of the directors, within their powers, are the acts of the company itself.
By the provision of Section 269(1) of the 2020 CAMA, a director of a company is a person duly appointed by the company to direct and manage the business of the company. Also, by virtue of Section 271 (1) of the 2020 CAMA, every company must have at least 2 directors. This provision establishes the importance of directors, and by the provision of Section 88 of the 2020 CAMA, the board of directors can appoint one or more of its members as a managing director. Section 89 of the 2020 CAMA equally underscored the fact that general meeting shareholders and board of directors are the directing minds of the company. This section provides that; “Any act of the members in general meeting, the board of directors, or a managing director while carrying on in the usual way the business of the company, shall be treated as the act of the company itself, and the company is criminally and civilly liable to the same extent, as if it were a natural person …”
These provisions point out beyond any sustainable arrangement that these organs are the personification, the alter ego and the center of the personality of the company. The acts of these officers and organs are imputed to the company as the company’s act and the company is ipso facto, criminally and civilly answerable.
The case of Lennard’s Carrying Co. Ltd v Asiatic petroleum Co. Ltd, is a locus classicist that clearly explained this principle. In this case, a cargo of benzene on board a ship was lost by fire caused by the unseaworthiness of a ship with defective boilers. The ship owners and the managing owners were two limited companies. Mr. Lennard, Managing Director of the latter company, knew or had the means of knowing about the defective condition of the boilers, but gave no special instructions to the captain or chief engineer of the ship regarding their supervision nor did he take any steps to prevent the ship from the voyage with defective boilers. When the matter was tried in court, the House of Lords held the defendant company liable on the grounds that Lennard’s acts were those of the company itself.
In a memorable judgment, Viscount Haldane L. C. said:
My lords, a corporation is an abstraction; it has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who for some purposes may be called an agent, but who is really the directing mind and will of the corporation, the very ego and center of the personality of the corporation. That person may be under the direction of the shareholders in a general meeting; that person may be the board of directors itself.
The Nigerian courts have also recognized and applied this principle in the case of G. T. B. Plc v Noble, where the court held that, by virtue of the Companies and Allied Matters Act, any act of the members in general meeting, the board of directors, or of a managing director, while carrying on in the usual way the business of the company itself and the company shall be criminally and civilly liable therefore to the same extent as if it were a natural person.
To further cement the assertion that this 2 groups constitute the organs of the company under Nigerian law, section 87(1) of CAMA 2020 provides that a company shall act through its members in general meeting or its board of directors, or through officers or agents appointed by, or under authority derived from, the members in general meeting or the board of directors. From this provision, three principal organs are discernible.
The Managing Director and Other Officers
The managing director is an officer of the company to whom powers of the board may be delegated. In Longe v First Bank of Nigeria Plc, The Supreme Court emphasized that the managing director occupies a hybrid position being both a director and an employee and enjoys protection under the articles and statute. The delegation of powers to the managing director does not divest the board of its supervisory jurisdiction.
Other officers include the chairman, executive directors, and senior management staff who function under the board’s authority. Their acts bind the company through the doctrines of actual, ostensible, and usual authority, as illustrated in Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd.
The Company Secretary: Organ or Agent?
The status of the company secretary has evolved considerably. In Barnett, Hoares & Co v South London Tramways Co Lord Esher MR dismissed the secretary as a “mere servant.” However, in the modern era, Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd, recognised the secretary as having ostensible authority to bind the company in administrative matters. Under CAMA 2020, the company secretary’s duties are statutorily prescribed, and although not strictly an organ in the classical sense, the secretary occupies a position of considerable responsibility in corporate governance.
DIVISION AND ALLOCATION OF POWERS BETWEEN ORGANS
4.1 The Traditional Common Law Position
At common law, the division of powers between the general meeting and the board was rigid. Once powers were conferred on the board by the articles, the general meeting could not encroach upon them safe by altering the articles by special resolution or removing the directors. This principle is firmly rooted in Automatic Self-Cleansing Filter Syndicate and reaffirmed in Salmon v Quin & Axtens Ltd.
4.2 The Statutory Position under CAMA 2020
Section 87 of CAMA 2020 codifies and clarifies the division of powers. It provides that:
(a) The board is not bound to carry out any resolution of the general meeting on matters within the board’s competence;
(b) The general meeting may act in default of the board in certain circumstances;
(c) Notwithstanding, the members in general meeting may, by special resolution, direct the board to do or refrain from doing specified acts.
This represents a significant statutory refinement of the common law position, tilting the balance slightly in favor of shareholders’ democracy.
Circumstances of Default: When One Organ May Act for Another
The general meeting may exercise the powers of the board in the following circumstances:
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(i) Where the board is unable to act because of deadlock, as in Barron v Potter, where the two directors could not meet and the general meeting exercised the power to appoint additional directors.
(ii) Where the board is disqualified, where all directors are interested in a transaction and cannot form a quorum, the general meeting may ratify or authorised the transaction.
(iii) Where there is no functioning board, as where all directors have resigned or died.
(iv) Ratification of ultra vires acts of the board, subject to the limits imposed by Foss v Harbottle, and its exceptions.
The Supreme Court of Nigeria in Yalaju-Amaye v Associated Registered Engineering Contractors Ltd affirmed the applicability of these principles under Nigerian law.
THE DOCTRINE OF ATTRIBUTION IN CORPORATE LIABILITY
5.1 Civil Liability
The acts and omissions of the directing mind of the company are attributable to the company itself for the purposes of civil liability. In Lennard’s Carrying Co (supra), the company was held liable for the fault of its managing director, who was regarded as its directing mind.
LIABILITY IN CONTRACT
Contract is predominantly concerned with agreements in which one party, or each party, gives an undertaking or promise to the other. It governs such questions as which agreements the law will recognize and what remedies are available if the obligations are not performed. Accordingly, contract law is a law based on responsibility for breach of promises. In Robinet Nig Ltd v. Shell Nig Gas Ltd, The Court of Appeal defined a contract as an agreement between two or more parties creating obligations that are enforceable or otherwise recognizable at law. The capacity of a company to enter into a valid contract can be manifested in two ways, namely, before the company is legally incorporated and after the incorporation. The former is what is called pre- incorporation contract.
It is advised that officers or organs of the company should ensure that the contract entered for and on behalf of the company must fall within the scope of the objectives of the company. The power of a company is circumscribed by its memorandum or any enactment. Again, the artificial nature of a company imposes certain legal and physical limitations upon its contractual capacity.
The objects of every company are set out in its memorandum of association. The memorandum determines the capacity or powers of every company and controls its contractual capacity. Under the current law, when a contract renders ultra vires the action of a company, the said contract remains valid and enforceable, at least, if it has already been performed by the party seeking to enforce it. This is the effect of section 44 (3) which states that no act of company, conveyance or transfer of property to or by a company shall be invalid by reason of the fact that it is ultra vires.
However, a shareholder, debenture holder or trustee of debenture holders may, by injunction, restrain the company from any act or the conveyance or transfer of property which is ultra vires. So, even though by section 14(3) of the Act, an ultra vires transaction is no longer void ab initio, a company may still be restrained by an injunction from entering ultra vires contract or from exceeding its powers. To this extent, incorporations have limited contractual capacity.
The Doctrine of Constructive Notice
Where the act of an agent or organ of a company is both within the scope of power of such agent or organ on the one hand, and the company on the other, no problems of liability will arise as the company will ipso facto be liable to third parties involved in the transaction. Problems will however arise where the act is though intra vires but beyond the powers of the agent or organ who purports to act for the company. At common law, the memorandum and articles of association of an incorporated company are regarded as public documents and as such, persons who entered any transaction with the company were deemed to have notice of the content of these documents. This is the essence of the doctrine of constructive notice.
The “Indoor Management Rule” apparently developed as a means of mitigating the harshness and burdens of the doctrine of constructive notice in relation to outsiders dealing with companies. So, because of the
injustice this may work to third parties and the need to promote and sustain commercial convenience; the doctrine of indoor management was formulated in Royal British Bank v Tuguard.
5.2 Criminal Liability
The doctrine of attribution has been extended to criminal liability. The Courts were initially reluctant to hold corporations criminally culpable. Thus, it was a controversy over the years that a company being an artificial person could not be held liable for criminal wrongs. This reluctance was not far-fetched. First, there was the issue of mens rea. A critical evaluation of the definition of any offence will reveal the presence of two basic elements: the guilty mind and the guilty act.
The important point to note is that to be guilty of an offence, an accused must not only have behaved in a particular way but must also usually have had a particular mental attitude to that behavior. The prosecution must prove both elements so that the court is satisfied beyond reasonable doubt of their existence. If this is not done, the prosecution must fail and the accused will accordingly be discharged and acquitted. So, proof of such intention is fundamental for most crimes, and it is difficult to prove the mens rea of the company. The reasoning then was that it was difficult or impossible to decide where the company’s mind lay and to discover the intention of such a mind. The consequence of this was that companies were not generally held liable on account of criminal wrong until recently.
Second, the principle of corporate inculpability was also predicated on the jurisprudential principle that there is no vicarious liability for crime. Besides, in R v Anglo-Nigeria Tin Mines Ltd, It was stated that personal appearances at assizes was a necessary feature of criminal procedure and as a corporation has no physical existence or personality, there was no one who could be brought before the court and if necessary, placed in the dock.
This position caused tremendous injustice to society. It is in this light that Lord Haldane’s illuminating lead judgment in Leonard’s Carrying Co. v. Asiatic Petroleum Co. Ltd, which later metamorphosed into the present organic theory of liability, became a relief to the previously unsatisfactory situation. Thus, it was established that certain officers or organs of the company represent the directing mind and will of the company. “The state of mind and will of these managers (or organs) is the state of mind and will of the company and is treated by law as such…” By these basic principles, the search for the company’s mind was no longer elusive. The company’s criminal mind can in these circumstances be found and subsequently convicted for such a criminal act.
In Tesco Supermarkets Ltd v Nattrass, The House of Lords held that only those persons who exercise the powers of management and control could be identified with the company for purposes of mens rea. The decision, however, has been criticised for its narrow scope, and Meridian (supra) has since advocated a contextual approach to attribution.
Under Nigerian law, section 89 of CAMA 2020 provides that any act of the members in general meeting, the board, or a managing director while carrying on the customary business of the company shall be treated as the act of the company itself.
The position of the law today is that a company is a construct of the law, it is a juridical person therefore it can be held liable for crimes committed by it through its agents. Corporate crimes are defined as illegal acts, omissions or commissions by corporate organizations themselves as social or legal entities or by officials or employees of the corporations acting in accordance with the operative goals or standard, operating procedures and cultural norms of the organization intended to benefit the corporations themselves. Presently, in offences that require the proof of mens rea, corporations are easily made liable by inputting the state of the mind of e.g. the directors who are the alter ego and directing mind of the corporation.
Corporate Liability in Tort
As affirmed in the landmark case of Salomon v Salomon & Co Ltd, A separate legal personality is regarded as the most pervading of the fundamental principles of company law, based on which a company has independent character different from its shareholders even in a one-man company. Since this remarkable decision regarding a one-man company was decided, the use of the separate legal personality principle has gradually evolved and escalated to other contexts of the company’s activities.
Based on the separate legal personality of a company and the organic nature of its operation, a company can be tortiously liable for the torts. of its officers. The aim of tort law is to provide satisfactory compensation for loss and injury and to deter and punish the wrongdoer. Although a company is legally regarded as an independent entity, it does not have all the features of a natural person and cannot always act like a human being.
Thus, the fact of its artificiality is well acknowledged. For this reason, a director’s action is usually treated as the act of the company itself when he or she is acting in the course of the company’s business.
Hence, the position of the law is that a company will be liable for the tort of its organs (even if the act is fraudulent in character) by imputing the act of the organs to it since they are the medium through which it acts. For a company to be held tortuously liable for the tort of its organs, the act for which the company is sought to be made liable must have been done while the agent is carrying out the business of the company. In order words, the act must have been done in the course of the business of the company. Thus, the organ must have been doing something expressly within the ambit of its powers and functions; or such things that may be implied or necessarily incidental to something which is expressly within the ambit of its powers.
For instance, a director of a company, while acting for the company and within the scope of his authority, is seen as the company itself and therefore it is logical to say that the director’s act will also be recognised as the company’s act. Based on this position, since it is the company, not the director who has committed the tort, such director should be exempted from personal liability and the company, instead of the director himself, should be liable for tortious ace committed by its director.
In fact, by section 94 of 2020 CAMA, a company will be liable for the fraud or forgery of its officers. The section provides thus:
Where, in accordance with sections 89–93 of this Act, a company would be liable to a third party for the acts of any officer or agent, the company shall, except where there is collusion between the officer or agent and the third party, be liable notwithstanding that the officer or agent has acted fraudulently or forged a document purporting to be sealed by or signed on behalf of the company.
The Supreme Court of Nigeria gave effect to this principle in the case of Ayodele James v. Mid West Motors Ltd, quoted with approval the law as stated in Harsbury’s laws of England.
It should be reiterated that a company is an artificial legal person and must act through human hands. For this purpose, some identified people some of the times are treated as the company. For instance, directors are often treated as the mind and will of the company. If one follows the logic of this through, it entails that they are not personally liable for tort committed in the line of their activities for the company since their act is the corporate act. This is because of the concept of a corporate act, It should be noted that tort law has long accepted that an individual is responsible for his or her own tortious acts. So when an injury is caused by a managing director of a company in circumstances where he was not performing the business of the company, it will be anomalous to seek to hold the company of which he is the managing director liable for such act. In other words, a company is only liable in tort committed during intra vires activities but not that committed when its organ or agent is on a frolic of his own.
Vicarious Tortious Liability
Vicarious tortious liability is imposed on a company for the tort of his employee committed against a third party in the course of employment. Again, liability is strict in the sense that no fault is required on the part of the employer if the employer is at fault, for example by failing to adequately supervise his employees he may be directly liable in negligence to the third party). However, some fault is required in that the employee must have committed a tort.
A claimant, in order to sue an employer under the doctrine of vicarious liability, must prove three things:
- That the offender was his employee (and not an independent contractor hired by him to carry out work)
- 2. That the employee committed a tort (determined by the general rules on tortious liability)
- 3. And that this tort was committed in the course of his employment.
CHALLENGES AND CONTEMPORARY ISSUES
Several challenges attend the operation of organic theory in modern corporate practice:
(a) Small and one-man companies: In such companies, the distinction between organs collapses, giving rise to questions of veil-piercing.
(b) Multinational corporations: Identifying the directing mind in complex corporate structures poses substantial evidentiary difficulties.
(c) Corporate governance failures: The collapse of companies like Enron and WorldCom exposed the frailty of the board as an effective organ of oversight.
(d) Digital and virtual meetings: The COVID-19 pandemic accelerated the acceptance of virtual meetings, now recognised under section 240(2) of CAMA 2020 for private companies.
CONCLUSION AND RECOMMENDATIONS
The organs of a company constitute the mechanism through which corporate personality is given practical expression. The Nigerian legal framework, particularly CAMA 2020, has meaningfully codified the common law rules while introducing salutary reforms. Nevertheless, the tension between board autonomy and shareholder democracy persists, and the doctrine of attribution continues to evolve.
It is recommended that:
A) The provisions of section 87 of CAMA 2020 be given a purposive judicial interpretation to reflect modern corporate realities.
B) Directors’ training and certification should be mandated to enhance board effectiveness.
C) The rules of attribution should be codified to bring clarity to corporate criminal liability.
D) Shareholders should be sensitized on the extent and limits of their powers to prevent unwarranted interference with board decisions.
Only through a balanced coordination of the corporate organs can the company effectively pursue its objects and discharge its obligations to stakeholders.
REFERENCES
E. E Alobo; Company Law and Practice in Nigeria
Orojo, J. O., Company Law and Practice in Nigeria (5th edn, LexisNexis 2008)
Gower, L. C. B. and Davies, P., Principles of Modern Company Law(10th edn, Sweet & Maxwell 2016)
Sofowora, M. O., Modern Nigerian Company Law (Soft Associates 2002)
Abugu, J. E. O., Principles of Corporate Law in Nigeria (MIJ Professional Publishers 2014)
Dias, R. W. M., Jurisprudence (5th edn, Butterworths 1985)
Company and Allied Matters Act, 2020
Ferran, E., “Corporate Attribution and the Directing Mind and Will” (2011) 127 LQR 239
Amao, O., “Reforming Corporate Governance in Nigeria” (2008) 52 JAL 76
TABLE OF CASES
Automatic Self-Cleansing Filter Syndicate Co Ltd v Cuninghame[1906] 2 Ch 34
Barron v Potter [1914] 1 Ch 895
Foss v Harbottle (1843) 2 Hare 461
Freeman & Lockyer v Buckhurst Park Properties (Mangal) Ltd [1964] 2 QB 480
G. T. B Plc v. Noble (2019) 14 NWLR (pt. 1693) 391
H.L. Bolton (Engineering) Co Ltd v T.J. Graham & Sons Ltd[1957] 1 QB 159
John Shaw & Sons (Salford) Ltd v Shaw [1935] 2 KB 113
Lennard’s Carrying Co Ltd v Asiatic Petroleum Co Ltd [1915] AC 705
Longe v First Bank of Nigeria Plc(2010) 6 NWLR (Pt 1189) 1
Meridian Global Funds Management Asia Ltd v Securities Commission[1995] 2 AC 500
Panorama Developments (Guildford) Ltd v Fidelis Furnishing Fabrics Ltd[1971] 2 QB 711
Public Finance Securities Ltd v Jefia(1998) 3 NWLR (Pt 543) 602
Robinet Nig Ltd v. Shell Nig Gas Ltd (2013) LPELR 22144
Salmon v Quin & Axtens Ltd [1909] AC 442
Salomon v Salomon & Co Ltd [1897] AC 22
Tesco Supermarkets Ltd v Nattrass[1972] AC 153
Trenco (Nig) Ltd v African Real Estate & Investment Co Ltd(1978) 4 SC 9
Yalaju-Amaye v Associated Registered Engineering Contractors Ltd (1990) 4 NWLR (Pt 145) 422
