INTRODUCTION

A legal person is recognized by the law and accorded certain rights, privileges and obligations such as the right to own property, legal capacity to enter into contracts and enforce it, right to sue and to be sued.

There are two types of legal persons; natural persons (the human persons) and Artificial persons (non- human persons also called Juridical, juristic or fictitious persons) this includes entities such as corporations, business, companies etc. see Dairo v. Regd. Trustees, T.A.D.,Lagos (2018)1 NWLR(Pt.1599)p.83, Reptico S.A Geneva v. Afribank (Nig.)Plc (2013)14 NWLR(Pt.1373)172.

Natural persons or human beings acquire legal personality when they are born (or even before they are born in some jurisdictions), while Artificial persons or juristic persons acquire legal personality when they are incorporated in accordance with the law (Company and Allied Matters Act, 2004).

The concept of Artificial/juristic personality is a fundamental legal fiction. Artificial/juristic person has a legal name, certain rights, protections, privileges, responsibilities and liabilities in law, which is similar to those of a natural person thus; they may sue and be sued, enter into contracts and enforce it, incur debt, and own property. Examples of artificial persons include; cooperatives, corporations, registered partnerships, incorporated companies, etc.

An artificial person is a juristic personality (persona ficta) known to law and accorded due rights under our laws but can only act through its agents or servants who are human beings. Therefore, when the agents, servants or officers of such juristic persons are arrested and detained, especially key officers , then the juristic person is also arrested and detained and so the direct consequence is loss of reputation and financial loss. See F.B.N. Plc v. A.G., Federation (2018)7NWLR (Pt.1617)p.173

The supreme court held in the case of MOSES  v. N.B.A (2019)8NWLR (Pt.1673) p.69 as follows ;

“An artificial person is an entity, such as a corporation, created by law and given certain legal rights and duties of a human being; a being, real or imaginary, who for the purpose of legal reasoning is treated more or a less as a human being.”

HOW LEGAL PERSONALITY CAN BE CONFERED ON A PARTY-

A statute can confer a legal personality on a part thus;

  • Under the name by which it may sue or be sued; or
  • A right to sue or be sued by that name such as in the cases of business name, partnership, trade union, etc.

See Lion of Africa Insurance Company ltd v. Esan (1999)8 NWLR (Pt.614)197; Research Development v. Ministry of FCT (2019)1NWLR (Pt.1653)319.

Artificial/juridical personality is acquired when the law accepts and recognizes the existence of unincorporated associations. Only the law confers the capacity to sue and be sued on the body. See Peat Marwick Ani Ogunde & Co v. Okike(1995) 1NWLR (Pt.369)71, Research Development v. Ministry of FCT (supra)

CAN AN ARTIFICIAL PERSON MAINTAIN ACTION FOR VIOLATION OF ITS FUNDAMENTAL HUMAN RIGHTS?

An Artificial person cannot maintain action for violation of its fundamental rights. The directors who are natural persons have the capacity and are the ones who can maintain action for enforcement of their fundamental human rights which were violated. To invoke the jurisdiction of the court for the protection of any of the fundamental human rights guaranteed under chapter IV of 1999 Constitution(as amended), the applicant must be a natural person, the right to enforce such rights by an artificial person can only be done through its natural persons(directors, agents, etc.)

The supreme court held in F.B.N. Plc. v. A.G., Federation (2018)7NWLR (Pt.1617)p.173 thus:

“an artificial person cannot maintain an action for violation of its fundamental rights. Thus, in the instant case, the 1st appellant being an artificial person was incapable of being arrested and detained. The 2nd -5th appellants, being natural persons, were the ones who could institute an action for the enforcement of their fundamental human rights. The 1st appellant, not being a person capable of being arrested and detained was not entitled to damages in this case although it may have its remedy elsewhere.”

A party who commences action in court must be a person known to law, that is, a natural or an artificial person, given legal personality by statute. It means that no action can be brought or commenced by or against any party other than natural person or body of persons, unless such a party has been given by statute expressly or impliedly either;

  • A legal personality under the name by which it sues or is sued or
  • A right to sue or be sued by the name.

See Alhaji Mailafia Trading and Transport Co. Ltd v. Veritas Insurance Co. Ltd(1986)4NWLR(Pt.38)802, Administrator Exec., Estate of General Abacha v. Eke-Spiff (2009)7NWLR(Pt.1133)97

CONCLUSION

In conclusion, an artificial person cannot maintain action for enforcement of its fundamental human rights, the directors or agents of the artificial person are the ones who can maintain such action. The juristic personality of a party is sine qua non to the party’s capacity to institute and maintain a legal action in court. Where the legal capacity of the party is being questioned, it goes to the jurisdiction of the court and the court must ascertain that the party has capacity to sue before it can proceed to hear the matter. The issue can be raised for the first time in the appellate court. See Madukolu v. Nkemdilim(1962) 2SCNLR 341; Aqua Ltd v. Ondo State Sports Council (1988) 4NWLR (Pt.91)622.

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