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Through Whom Can A Company Act?

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Kate Ent. v. Daewoo Ltd (Excerpts)

(2006) 2LC 508, (1984)6 SC 267

Kate Enterprises Ltd…….Appellant

                        v 

Daewoo Nigeria Ltd…….Respondent

Supreme Court Of Nigeria

Mohammed Bello                   JSC

Andrews Otutu Obaseki         JSC

Augustine  Nnamani               JSC

Mohammadu  Lawal Uwais    JSC

Coker                                      JSC

(Delivered Lead Judgment)

Issues

(1). Whether the court of Appeal is right in finding that the principle of corporate personality justified them and made relevant and admissible the evidence of Plaintiff’s and  No. 1  concerning how and what the Plaintiff’s Defendants agreed between themselves in August and September of 1978.

(2). Whether the Court of Appeal was           right in holding that the Defendants/Appellants (who according to the evidence of P.W.I were consignees of the goods) could also become endorsees of the Bills of Lading evidencing the shipment of the goods.

(3). Whether on the evidence led before the trial court, the Court of Appeal is right in observing that there were no answers to the plaintiffs’ case, and the D.W.I gave evidence (of denial of the plaintiffs’ case), for himself and not for the Defendant/Appellant Company.

(4). Whether the Court of Appeal is right in concluding that the plaintiffs/Respondents proved their case and are entitled to the judgment of the court, when there was no evidence at all before the court in proof of the case.

Facts.

Before the High Court, the respondents had claimed against the appellants the sum of N614,085.00 being the balance of the price of building materials sold.

The respondent’s case was that in 1978 an oral contract was made to supply some building materials to the appellant and the goods were to be shipped directly from Korea to the appellant who was charged with the responsibility of clearing the goods from the Seaport. That upon clearing the goods the appellant returned 1,000 cases of roofing nails claiming it was unable to sell because of “bad market.”

The appellant did not deny entering an oral contract with the respondent, but contended that the contract was a contract of sale by sample and that he rejected the roofing nails upon inspection at the warehouse of the respondent for not corresponding with sample. The appellant denied ever clearing the goods from the Seaport and contended that clearing was done by the respondent.

The High Court dismissed the respondent’s claim, but it was reversed by the Court of Appeal and judgment entered for the respondent.

On a further appeal to the Supreme Court the appellant filed six grounds of appeal but was allowed to argue only one ground, i.e. that the Court of Appeal erred in considering the evidence of the respondent’s only witness (marketing manager) who was not present at the  time the contract was made. The other five grounds relate to fresh issues of law not raised in the court below.

Held (Unanimously Dismissing the Appeal)

By Section 15, subsection 2 of the Companies Act 1968, a company becomes body corporate from the date of its incorporation and it is capable of exercising all the functions of an incorporated company. The implication of this is that the company becomes a legal entity. It can sue and be sued – see the well-known case of Salomon v. Salomon and Co. Ltd. (1897) A.C. 22. At common law such company is a persona ficta and can only act through its agents or servants- See Lennard’s Carrying Co v. Assiatic Petroleum Co. Ltd (1915) A.C. 705 per Viscount Haldane, L.C. at pages 713-714 and Bolton (Engineering) Co. Ltd. v. Graham and Sons Ltd (Supra) at p.172 per Denning, L.J. who observed: “A company may in many ways be likened to a human body. It has a brain and nerve center which  controls what it does. It also has hands which holds the tools and act in accordance with directions from the center. Some of the people in the company are mere servants and agents who are nothing more than hands to do the work and cannot be said to represent the mind or will. Others are directors and managers who represent the directing mind and will of the company, and control what it does. The state of mind of these managers is the state of mind of the company and is treated by the law as such.”

Companies have no flesh and blood. Their existence is a  legal abstraction. They must therefore, of necessity, act through their directors, managers and officials. And any manager or official of the company well placed to have personal knowledge of any particular transaction in which the company is engaged can give evidence of such transacation.

Uwais JSC.

 

Mercy Oke –Chinda

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Issues

Law And Civil Demonstrations In Nigeria

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The Federal Government of Nigeria is a state based on the principles of democracy and social justice, where sovereignty belongs to the people.
Civil demonstrations or protests cannot be overemphasized in any state based on the principles of democracy and social justice.
The theory and practice of civil governance all over the world have endorsed and accepted civil demonstration as capstone in civil governance and, as such, ought to be protected and guided jealously. As a non-violent approach used as a feedback from the governed, over the impact of government policies and programs on the lives of the masses characterize democracy in civilized societies.
Civil demonstrations, as it were, have suffered tremendous setback in recent times. We shall take a chronicle of different occasions were this important component of democracy was abused and as a result threatened the rule of law in Nigeria’s evolving democracy.
The Nigerian state has had several cases where the Nigerian Police disrupted political rallies, for instance on the 22nd day of September, 2003, the Police disrupted the rally organised by the defunct All Nigerian People’s Party (ANPP) which disruption they justified by claiming that the organisers of the rally did not obtain police permit.
This reason was not genuine enough for General Muhammadu Buhari, as he then was, and other leaders of the party as they quickly sought for justice in a court of competent jurisdiction over the perceived denial of their group’s fundamental right for assembly and expression in a suit filed at the Federal High Court Abuja, against the then Inspector General of Police, the claimants challenged the provision of the constitutionality of the public order Act relating to police permit. In a thoroughly examined judgment, the learned trial judge (Justice Chinyere J.) held that the police permit was inconsistent with sections 39 and 40 of the African Charter on Human and People’s Right Act (Cap A9) Laws of the Federation of Nigeria, 2004.
The appeal filed against the judgment was dismissed. In affirming the decision of the lower court, Olufunmilayo Adekeye (JCA) , as he then was, after a critical examination, observed that “A rally or placard -carrying demonstration has become a medium of expression of views in current issues with regards to government and the governed in any given sovereign state, that it is the trend recognized and deeply entrenched in the system of governance in civilized societies and that it will not only be primitive but debasing and retrogressive if Nigerians continue to require a police permit before rallies and the civil demonstrations can be held”.
With respect to the epochal judgment of the court of appeal and the expansion of the democratic space, the National Assembly was compelled to amend the Electoral Act to facilitate the observance of the people ‘s fundamental rights to freedoms of expression and assembly. Thus, section 94(4) of Electoral Amendment Act, 2001 stipulated that notwithstanding any order or any regulations made there under, or any other law to the contrary, the role of the Nigerian Police Force in political rallies and other non-violent civil processions shall be limited to the provision of adequate security for the protesters.
Another case of violation of the rights of protesters is the disruption and violent attack on the peaceful rally of “Our Mumu don do group” led by Charly Oputa. It was a violation of section 42 of the federation’s constitution which has prohibited discrimination on the grounds of public opinions, as democracy admits of freedoms of expression. Therefore, the incessant disruption of public meetings and other forms of civil demonstrations by the Police and other security agencies is illegal and unconstitutional and against the progress of any developing democracy, such as the Nigerian state.
Furthermore, in a society where the rule of law is supreme, orders of court are obeyed and adhered to until set aside; for instance, recently in England, the supreme court held that the suspension of parliament was unlawful and the prime minister and other agencies of government complied with the order for parliament to resume, despite contrary opinions. In the contrary, the Nigerian state has continued to waive or even defy the courts. A typical example is the case of Mr. Omoyele Sowore, the RevolutionNow convener, who called for a civil revolution as he could not sit down and watch any longer as the nation continues to fall off in almost all its key areas of survival such as insecurity, banditry, poverty, unemployment, anti people’s policies and unending terrorism.
Sowere was detained and charged for treason, in spite of an order from the Federal High Court, Abuja, which on September 24, 2019 ordered his release. The Department of State Security (DSS) insisted and appealed for a higher court to grant him further detention and arraignment, it is unfortunate that the present administration has thrown caution to the wind in disrespecting the rule of law.
In conclusion, may I remind the Presidency, as well as the Nigerian Police Force, that Buhari had in the recent past taken part in peaceful demonstrations to protest against alleged manipulations of election results and perceived areas of failures of government in the country, and as such, using state security agencies to clampdown on peaceful demonstrations such as protests/people revolutions only amounts to adopting military principles into a civil government such as ours, thereby stunting our democratic progress.
Going forward, Nigerians hope to see the Nigerian State compete with other growing nations and seek to uphold true democratic tenets.
Nigerians hope to see where the rule of law and the fundamental rights of citizens are guaranteed.
Nigerians hope that the security agencies will observe transparency as against impunity in the discharge of executive powers.
In the same vein, the Nigerian Police should know that it is a creation of law and cannot act above the law that created it and cannot, therefore, reenact, through the back door, Decree Nos. 2 and 4 of the dark military era restraining democratic voices.
Oguzie is a civil rights agitator.

 

Kingdom Oquzie

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Issues

Nigeria: Salvaging A Nation At 59

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Even as Nigerians marked 59 years of self-rule on Tuesday, October 1, 2019 only a few will disagree that, amidst the myriad of unnerving socio-economic and security challenges bedeviling the country, Nigeria remains a great nation waiting to happen. October 1, therefore, signals another opportunity to ponder on the state of the nation and the failure of leadership which has largely defined her misfortune.
To that extent, no patriotic Nigerian can pretend to be satisfied with the development and progress of this country, 59 years after Independence. Yet, it is not a misguided optimism to argue that the nation’s best days are still ahead. Nigeria remains a country of diverse nationalities, cultures, regions and values and has defied all doomsday predictions to remain a united nation. This is enough reason for self-congratulation and hope of a better future. On the balance, however, there is little to celebrate about Nigeria at 59.
As the depressing indices show in areas such as security of lives and property, food production, industrial output, quality of education and health-care, economic diversification and productivity, there is indeed cause for worry. Not only do Nigerians eat the bread they do not produce, wear clothes they do not manufacture and drink wine imported from other countries, they now import almost everything, including toothpicks. Nigerians today read books, quote facts and figures about their country from foreign sources and copy models of development designed by outsiders with vested interests.
Fifty-nine years after Independence, many are even wont to blame the present parlous state of the country on British colonialists who left six decades ago.
At 59, Nigeria still has much catch-up to do. And let no one be deluded that 59 years is a short time in the life of a country. The Nigerian economy is in dire straits with the potential to get worse if sound political and economic judgement is not brought to bear on the affairs of state.
The National Bureau of Statistics (NBS) revealed a raft of official data on Gross Domestic Product (GDP), inflation, unemployment and capital formation which, along with the Central Bank of Nigeria (CBN’s) manufacturing performance index, show a terrible economic downturn- with foreign reserve depleted significantly, and oil prices crashing daily, the impact can only be better imagined if all the fundamentals are not mustered to manage the situation. This is why President Muhammadu Buhari must now articulate a grand vision for the nation and re-direct Nigerians towards actualizing that vision.
Given the terrible scenario playing out in the country, manifested in mass poverty, high corruption in government, gross official recklessness and near-zero governance, it is no surprise that the Nigerian ship of state is rudderless and adrift. There is hardly any aspect of governance that cannot be faulted for corruption and incompetence.
As the nation marks 59 years of self government, it is too late for Nigerian leaders to change and make democracy work for the people. Too much pain has been inflicted and now is the time for Nigerian leaders to focus more on the Nigerian promise.
At Independence in 1960, there was a groundswell of euphoria and hope in the Nigerian project. It is sobering that, 59 years later, the anticipated gains of nationhood envisaged by the founding fathers are still being awaited.
Not a few have marveled at the exemplary character of Nigeria’s founding fathers; the simplicity of Alhaji Abubakar Tafawa Balewa, the selflessness of Sir Ahmadu Bello, the nationalism of Dr Nnamdi Azikiwe and the enduring vision of Chief Obafemi Awolowo, all of which tower above their personal ambitions. Apart from the sense of foreboding that the new multi-ethnic nation was unworkable, Nigerians envisioned a great and bountiful nation.
Today, Nigeria is so greatly afflicted that some wonder at her prospects. The trouble with Nigeria, noted famous author and intellectual icon of blessed memory, Prof. Chinua Achebe, is a failure that has resulted in shattered hopes, broken promises, missed opportunities, and unfulfilled aspirations. A country, it has been said, rises or falls on the quality of its leadership. Nigeria is a terrible victim of the poverty of good leadership, but most destructively, political leadership. Good leaders must show strength of conviction and character. What poor leadership in Nigeria has done is to create over 150 million passive citizens who have no voice. Every citizen must, therefore, share the blame, one way or the other, for the Nigerian condition.
There has never been a shortage of speeches by Nigerian leaders in favour of good intentions to govern in the best interest of the country and its people.
Over the years, Nigerians have heard, to the point of being deafened, that government is committed to promoting good governance. The inaugural addresses of elected leaders and military coup plotters reveal uncanny similarities in promises.
Yet, as the quality of successive leadership deteriorated, Nigeria regressed in terms of the truly important yardsticks for measuring the progress of a nation. All these notwithstanding, it is pointless to look back with regret and anger at lost opportunities. If Nigeria gets her acts together, she can be as great and liveable a country as any on earth.
There is, of course, a time for everything. So, a change was inevitable. The election of President Muhammadu Buhari, largely on the strength of his perceived integrity, indicated a yearning by the people for a good leader they could trust to serve in the best interest of Nigeria. But over four years after taking office, Nigerians are still waiting for the change promised by the All Progressives Congress (APC).
From his appointments into high public office Buhari has demonstrated an uncanny addiction to primordial sentiments. This, indeed, is unfortunate for a man who promised in his inaugural, that he belonged to no one.
Buhari needs to understand that leadership is not about ethnic domination or selfish power equation; it is rather a disposition of moral strength and sacrifices to genuinely carry out a mission for the common good.
Since the return to democracy in 1999 the political class has shown impetuous and irresponsible behaviour at the expense of the people. The looting and the wastages going on in Nigeria in the name of governance has no parallel anywhere else and is responsible for breeding an angry and alienated citizenry which sees no dividend in this so-called democracy.
On all accounts, Nigeria, at 59, is yet on the path to fulfilling her destiny. The current structure of the country today, which is anything but federal, holds it down, stunts its growth, truncates its progress and actually threatens its unity. This must be corrected as soon as possible to liberate the nation’s full potentials.
The starting point towards the actualization of a Nigeria of our dreams is the implementation of the 2014 National Conference report, though not in any way a perfect document, but certainly one good enough to take off from. These proposals for a new Nigeria are daunting.
To chart a course of progress, Nigeria needs big dreamers and even bigger dreams, leaders who would do things the unusual way. It is not too late to rescue Nigeria from the brink of collapse.
Exemplary leadership is imperative at all levels to realize the dreams of the founding fathers who toiled for Nigeria’s statehood. Nigeria must demonstrate its coveted state of independence by beginning a new chapter, and the time to do so, especially for the sake of posterity, is now.

 

Bethel Toby

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Issues

And Here Comes Spirulina

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Nutrition is an important part of leading a healthy lifestyle. Combined with physical activity, your diet can help you to reach and maintain a healthy weight, reduce your risk of chronic diseases (like heart disease and cancer), and promote your overall health.
Good health and well-being is the focal point for sustainable development and a prosperous society. In Nigeria, there has been a major progress in the improvement of health since 1950. Although, lower respiratory infections, neonatal disorders and HIV/AIDS have ranked the topmost causes of death. In the case of other diseases such as polio, malaria and tuberculosis, progress has been achieved. Among other threats to health is malnutrition.
Proteins are the major structural components of all cells of the body and amino acids are the building blocks of protein. Proteins can function as enzymes, membrane-carriers and hormones. As far as the human body is concerned there are two different types of amino acids: Nonessential amino acids are acids that the body can create out of other chemicals found in the body. Essential amino acids cannot be created and, therefore, the only way to get them is through food. Protein contains approximately 22 amino acids, eight of which are essential because the body cannot produce them. Therefore, they must be obtained from our food.
It has been estimated that the daily minimum crude protein requirement of an adult in Nigeria varies between 65 and 85 grams per person. However, it is recommended that 35 grams of this minimum requirement should be obtained from animal products (Oloyede, 2005; Britton, 2003). A review of the data of food supplies available for consumption in different countries shows that the per capita protein intakes in developing countries, Nigeria inclusive, is comparatively low. Not only is the total protein supply deficient but the quality of dietary protein available is inferior to that consumed in developed countries. Most of the foods consumed in Nigeria are carbohydrates which are obtained mainly in the form of starch.
In Nigeria, food supply is not distributed equally throughout the country and sometimes within the households. A large proportion of the populace, including children, do not receive balanced diet to ensure physical health and development. Most people consume the minimum level of calorie but fail to get the necessary protein and essential vitamins and minerals required for leading a healthy life.
Spirulina is a blue-green algae offering exceptionally high protein content and a remarkably complete composition of vitamins and minerals essential for healthy living. Unlike other potent sources of nutrients and protein, Spirulina is low in calories and cholesterol. Spirulina has gained considerable popularity in the health food industry and increasingly as a protein and vitamin supplement to acquaculture diets.
It grows in water, can be harvested and processed easily and has very high macro-and micro-nutrient contents. It has long been used as a dietary supplement by people living close to the alkaline lakes where it is naturally found; for instance those living adjacent to Lake Chad in the Kanem region have very low levels of malnutrition, despite living on a Spartan millet-based diet. This traditional food, known as dihe’, was rediscovered in Chad by a European scientific mission, and is now widely cultured throughout the world. In many countries of Africa, it is still used as human food as a major source of protein and is collected from natural water, dried and eaten.
The extraordinary nutritional value of Spirulina was rediscovered in 1940 by the botanist, Pierre Dan-geard. Dangeard’s rediscovery went unnoticed for 25 years until Jean Leonard furthered the work. In 1967, two years after Leonard’s observations, the International Association of Applied Microbiology declared Spirulina “a wonderful future food source”.
Since Spirulina’s rediscovery, a better understanding of its immense nutritional benefits and the potential applications as a food source has been realized. Today, companies focus on producing Spirulina on a commercial scale for human consumption as well as animal and fish feed. Governments and NGOs are working with lesser developed communities to combat malnutrition by introducing Spirulina farms for local consumption.
The nutritional profile is so complete that NASA and the European Space Agency are exploring the use of Spirulina as a primary food source for astronauts and sustaining long-term life in space. Below are a few of the highlights for why Spirulina is such an excellent source of your daily nutrition needs:
Dried Spirulina as a potent source of protein
Dried Spirulina is 59 – 65 per cent protein which is especially impressive when compared with dried soybean at 40 per cent, lentils at 26 percent and peanuts at 25 percent. Perhaps more surprising is that raw beef only contains 23 percent protein. With only 36 kcal calories per 10 grams of dried powder, Spirulina is an excellent source of protein without empty calories. Additionally, the protein is far more accessible by the human digestive system than most other plant and animal proteins. This means the body can absorb and utilize much more of the available protein with far less energy and stress on the digestive sysem. (source: USDA, FAO p.10)
Complete Source of Amino Acids and Omega-3
In addition to containing Omega-3 fatty acid, and being highly concentrated with protein, Spirulina is dense with all eight essential amino acids that the body does not naturally synthesize. Here is a list of the different amino acids and how the body utilizes them:
Isoleucine-required for optimal growth; Lysine- needed for producing antibodies, enzymes and hormones; Methionine – antioxidant properties; Phenylalanine – required for thyroid function; Threonine – improves intestinal and digestive function; Tryptophan – regulates serotonin, and Valine – stimulates mental and physical capacity.
Protein without cholesterol
An undesirable by-product of many sources of animal protein in cholesterol, doctors recommend that healthy adults consume less than 300mg or 200mg if you have diabetes or suffer from heart disease. Consider this, 10 grams of dried Spirulina (approximately a large spoonful) carries 5.75-gram protein and 1.3 mg of cholesterol, compared to an equivalent quantity of egg protein containing 300mg of cholesterols.
High Concentrations of Essential Minerals
Remember of expression that eating green is good, well you had no idea just how good it can be. Below is a list of some of the essential minerals you receive in 10 grams of dried Spirulina compared with more traditional sources:
Iron: 2.9 mg more iron than beef (recommended daily iron consumption) M 8mg W 18mg; Potassium: 114 mg more potassium than bananas (recommended potassium intake) 4700mg; Calcium: 10mg more calcium than whole milk (recommended calcium intake) 1100mg; Magnesium: 20mg more magnesium than walnuts (recommended magnesium) M 400 mg W 350 mg; and Zinc: 0.2mg more zinc than spinach (zinc) M11mg W 8mg.
Spirulina does not replace a healthy diet, but helps to balance out deficiencies and gives a great boost of energy. As an example, to achieve a recommended daily allowance of many minerals, an adult would need to consume a very large quantity of Spirulina.
Iron: Men need 2.8 tbsp Women need 6.2 tbsp (Spirulina) – comparable to approximately 450 grams for men and 1000 grams for women of grass-fed beef; Potassium: 33 tbsp- comparable to 1300 grams of bananas; Calcium: 110 tbsp – comparable to 1000 grams of whole milk); Magnesium: 18 tbsp – comparable to 250 grams of walnuts; Zinc M 55 tbsp 40 tbsp – comparable to 2000 grams for men and 1,500 grams for women of spinach.
* Note: An average tablespoon of dried Spirulina is approximately 10 grams (Source: USDA).
Vitamins And More Vitamins
Here is a shortlist of the alphabet of vitamins in Spirulina: A, B1, B2, B3, B5, B6, B7, B8, B9,C, D, E and K. It would take too long to list all the benefits from this list of vitamins, so we decided to highlight just one:
B carotene (beta-carotene) is best known for its red-orange pigment found in carrots. The National Cancer Institute of the United States of America has recommended consumption of 6mg of beta-carotene daily to reduce the risk of cancer. In 4 grams, half a tablespoon of dried Spirulina, you will consume 6mg, or your daily recommended amount of beta-carotene. (Source FAO p.7).
Some inhabitants around Lake Chad, where Spirulina grows naturally, have been reported to have survived in times of famine on diets consisting purely of Spirulina. Some sources advocate replacing a single meal with Spirulina but no one recommends a diet consisting entirely of the substance. Doctors and nutritionists recommend a daily consumption of between 5 and 40 grams of fresh Spirulina to support an otherwise healthy diet. Larger serving sizes can certainly be eaten to increase protein and nutrient intake.
Other Facts About Spirulina
Spirulina Has Been Found to fight cancer
Yes, it’s powerful; studies have linked spirulina to boosting the immune system enough to fight off oral cancer cells in particular. In one study, people who took Spirulina every day had 45 percent fewer lesions the following year than those who didn’t.
Spirulina regulates body fat and helps in weight loss
Green foods like Spirulina supplement may be beneficial for keeping the appetite in check. Obtaining protein and fiber content Spirulina may improve weight loss and increase energy levels.
Spirulina boosts digestive system
By increasing the absorption of nutrients from the foods, Spirulina capsules may be useful for helping the digestive function, as well as promote healthy bacteria in the digestive system, and help to improve the absorption of dietary nutrients.
Summarily, Spirulina is trending for a reason, it really can do a lot of good for the body, from being a powerhouse of nutrients to assisting the body in flushing out toxins, including heavy metals, boosting the immune system, lower blood pressure, support weight loss, increase muscle strength and increase endurance for athletes.
Oleru is a post-graduate student at the Rivers State University, Port Harcourt.

 

Grace Oleru

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