(A review by Gbolahan Gbadamosi,former Publicity Secretary of NBA)
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The Nigeria Company Law Cases (NCLC) is edited by the Law firm of Adeleye & Adeleye and published by Alexander Payne Co. Ltd. The publication is a specialized Law report. According to the Editor-in-Chief, Bamidele Adeleye, the Law Reports is a product of 4years of intensive research. It covers judgments of courts, especially the Court of Appeal and Supreme Court on Company Law cases from 1957-2016. The NCLC is the 4th publication of the Publishers having published Intellectual Property Law Reports 1917-2011(in 6 volumes); Supreme Court Judgements on Evidence 1951-2011(7 volumes); Supreme Court Judgments on Lands 1917-2013(6 volumes).
The NCLC comes in six (6) volumes of over 6,000 pages. It is intended to be and in fact, it is a one-stop shop on Court judgments on company Law cases and disputes arising from the interpretation, application and operations of the Companies and Allied Matters Act Laws of the Federation 2004 and its predecessor, the Companies Act 1968.
There are reported cases on major areas/ topics on Company Law including the qualifications, duties, and powers of Company Secretaries, Company Directors, Liquidators, Receiver /Managers and Shareholders.
Mr. Adeleye said the response they have been receiving from lawyers, especially those who specialize in corporate law practice is quite good and encouraging. So many SANs have commended us for a job well done.
The NCLC is a veritable research material for academic lawyers because it covers judgments of courts from the Colonial era to the Independence era to the Republican era, to the Military era and now.
For lawyers in practice, it is quite useful. The judgments are cited as authorities to support their legal positions. In-House solicitors find NCLC very useful while writing legal opinions.
Some of the important cases and the areas of company Law they covered in the 6 volumes include the case of Okeowo V. Magliore vol.1 Pg 320 which is the locus classicus on the duties of a company secretary.
Other cases in vol.1 include the famous case of Fawehinmi V. NBA & Ors (2) vol.1 Pg. 884 which is a good authority on the legal status of incorporated Associations. Also, the case of Eronini V. Harbour vol. 1 pg 1 decided the issue on whether a company can have a Life Director in a company while the case of Kate Ent. Ltd V. Daewoo Nig. Ltd vol.1 pg 432 is an authority on the legal personality and status of a registered company.
The famous rule of Foss and Harbottle was discussed in the case of Omisade V Akande vol.1 pg. 684 while the case of Stephen vs. Buildco. Nig Ltd vol. 1 pg. 87 is good legal authority for shareholders on the need for imperative on companies to pay dividends within reasonable time.
Vol. 2 of the NCLC comprises judgments of court from 1991-1996. It contains judgments of court on the Indoor Management rule as contained in the British case of British Bank V. Turquand and now domesticated in the case of J.A Obanor & Co Ltd V. Corporative Bank vol. 2 pg. 625.
The essence of incorporating a company is to give the company the status of an artificial person that can sue and be sued. Thus, the case of Calen Nig Ltd. V. Unijos & Anor vol. 2 pg. 332 is pivotal in this instance.
Vol. 3 of the NCLC comprises judgments of court on company law cases between1997-2002. It includes the case of Ezekwere V. Golden Guinness Breweries Ltd vol.3 pg 422 which is a good authority on the Scope of Companies and Allied Matters Act. The case of Baffa V. Odili vol. 3 pg673 which is famous as authority on the exclusive jurisdiction of the Federal High Court on matters relating to CAMA.
The case of Bank of Baroda V. Iyalabani Co. Ltd vol.3 pg 887 deals with Status of a foreign company that operates in Nigeria.
A receiver/Manager who needs to know the scope of its functions and whether its appointment is valid or not may refer to the case of Ponson Enterprises Nig V. Njigha vol.3 pg. 464. The case deals with appointment and functions of a Receiver/Manager.
Vol. 4 of the NCLC consists of judgments of court from 2003-2007. Some of the cases include the case of Pamol Nig. Ltd V. Orpheo Nig Ltd vol.4 pg 129 which is an authority on whether a company can sue for Libel.
Also, the issue of whether an Electoral tribunal has jurisdiction over cases relating to CAMA was laid to rest in Obasanjo & Ors V. Yusuf & Ors vol.4 Pg 313.
Counsel to shareholders were will find the case of A.G Lagos State V. Eko Hotel Ltd & Anor vol.4 pg 688 interesting. The case deals with transfer and transmission of company shares.
The question whether a Receiver’s duties include payment of the debts of the company and possibly wind it up is answered in the case of Tate Industries Plc V. Devcom Merchant Bank Ltd vol. 4 pg 155
Vol. 5 which is the penultimate volume consists of judgments on company law from 2008- 2013. The judgments range from Virgin Tech Ltd V. Muhammed vol.5 Pg 35 which deals with the powers and authority principal officers of a company.
First Bank Plc& Anor V. Maiwada vol.5 pg. 470 answers the question whether a law firm registered in its business name can sign court papers in its registered name.
The popular case of Longe V. First Bank Nig. Plc vol.5 pg 198 is a good authority on the appointment of directors, notice of meeting to directors and termination of appointment of a director.
The effect of notice of objection filed after a statutory period required by law expires was decided in CAC v. Registered Trustee of Celestial Church vol.5 pg. 119 while Gateway Holdings Ltd V. Sterling Assets Management & Trustees Ltd vol.5 Pg. 622 is a good authority on winding up of a company for its inability to pay debt.
In Skye Bank Plc V. Chinwe Okara at Pg. 352 the question of where does a company reside was answered by the court..
Finally, vol. 6 of the NCLC contains judgment from 2014-2016 and it ends with the case of Olubunmi Oni V. Cadbury Nig Plc vol.6 Pg. 649. The case is a good authority on jurisdiction of Federal High Court on the steps a company must take in order to remove any of its directors.