Kate Ent. v. Daewoo Ltd (Excerpts)
(2006) 2LC 508, (1984)6 SC 267
Kate Enterprises Ltd…….Appellant
Daewoo Nigeria Ltd…….Respondent
Supreme Court Of Nigeria
Mohammed Bello JSC
Andrews Otutu Obaseki JSC
Augustine Nnamani JSC
Mohammadu Lawal Uwais JSC
(Delivered Lead Judgment)
(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.
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.
Mercy Oke –Chinda
Discovering Your Life’s Purpose
What is Purpose?
Discovering one’s purpose is discovering what one needs in life. Discovering what you are meant to be in life. Not what you want to be but what God wants you to be in life. You can never discover your purpose without the help of God.
Ask Yourself Some Questions
You can discover your purpose when you start asking yourself some questions and give answers to such as “what do I need in life?” (Your purpose in life) by finding your purpose, you will know what you need in life and life will be easy for you. Sometimes, we want every good thing in life but what really matters is not what you want but what you need in life. People respect you when you discover your purpose and start making serious decisions. God is your creator and what he needs from you is your purpose. Discovering your purpose on time makes you more successful in life, you need to focus on the present, look forward, think big, do what you love, stay positive, be persistent, get the job done, fight for something you believe in. To be a successful being in life, you also need to manage your time effectively.
Sometimes, people find themselves doing or studying what they don’t need. Your potentials determine your purpose in life, don’t feel bad on yourself because, with the right information, your purpose is sure. You will get to a place in life and these things will be very useful to you.
Nothing happens as a mistake; they all have their purpose to fulfill in life. Spend at least one hour or thirty minutes every day to do what you have passion for.
Time management has a very big role to play in discovering one’s purpose in life. Why most people suffer a lot in life is because they waste too much of their time doing nothing. We sleep too much; we rest too much; let’s make every moment to be useful. Sleeping too much won’t do us any good. Push yourself because no one else is going to do it for you. The fact that you are not where you want to be should be enough motivation.
Life without purpose is time without meaning. It is useless to keep ample time if there is no end towards which we are moving. God calls you in this world for you to discover your purpose and work towards it. Your plans cannot change God’s purpose. What God calls for, he provides for.
Sometimes people will say I want to be rich in life. If you said so, fine, then learn how to manage your time and discover your purpose in life. Most times, our parents do destroy our destiny by forcing us to study what we are not meant to just because they had a dream of studying it but were not opportuned to. Parents should ask knowledge from God so as to know what their children need in life.
Procrastination can damage you from going far in life. To be successful and fulfill your purpose in life, you need not to postpone what should be done now. Procrastination is a grave in which opportunities are buried. In life, many people have missed their chance of success because of postponement.
All the pain of yesterday can be forgotten tomorrow if we know how to manage our time effectively and discover our purpose in life. For your management of time not to be in vain, you need to concentrate on one thing such as what you love to do, because it is no good to do everything at the same time (he who is everywhere is nowhere).
Everybody wants to go to school, have their certificates, and be a hard worker in life. But is that all there is in life? Imagine if everyone in the universe goes to school, have their good certificates and work in very good places in life, then who will be the cleaner? Who will be the security guard? Who will be the house maid? How you see life is much more than you think. Purpose is only found in the mind of the creator. Only God knows the purpose for your life.
Now you can see why everybody cannot be rich in this life; neither will everyone be poor in life. The term rich would not exist if there are not poor people existing in this world. The terms rich and poor are given because people have and people lack.
You can never change how you have been created and what you have been created for no matter what. You being a cleaner is because there must always be someone dusting up the place. If there is a man to dust, there will always be a man to clean up also. If your purpose is to be a cleaner, be the best cleaner ever. Cleaning is not just ordinary, you can achieve excellence in cleaning. Excellence in doing ordinary things extraordinarily well.
Every product is produced by purpose, for a purpose, and all things begin and end with purpose. Your existence is an evidence that this generation needs something that your life contains.
The reason why you exist in your family is because there is something that has to be done in your family and it’s only you that can do it; no one else. If you are born into a poor family it’s not your fault, but it will only be your fault if you remain there, because you have been born in to a family to make great things happen by managing your time and discovering your purpose in life.
You can start by having a time table in your house such as time to study, time to do what you love, what you have passion for. And in the process of studying, anything you seem not to understand, you do well to ask someone that knows it more than you. Don’t feel shy to ask because no one knows everything but everyone knows something.
You can also help others to discover their purpose by changing your mindset, especially with the way you think and the way you communicate with them. Let people see you as a person that really knows your purpose in life. Let people see your good lifestyle and try to build theirs also.
Always do things at the right time. Or better do something even if it is late than not to do it at all. Conclusively, a man can’t exist without having a purpose in life, your existence is an evidence that God has a purpose in you and this purpose can be discovered with the help of God, and also by management of time. I know we can’t help everyone, but everyone can help someone. We can change the world by fulfilling our purpose in life. Nothing is impossible.
By: Endurance Osadebe
Osadebe wrote in from Eastern Polytechnic, Port Harcourt.
Re: Wike, Combat And Cant: Negative Criticism Taken Too Far
Our attention has been drawn to the article published in the “Hardball” column of The Nation Newspaper on Tuesday, September 28, 2021, titled: “Wike, Combat and Cant” and we cannot help but laugh once again at the manic obsessiveness, which the author of this particular ‘Hardball’ segment, has with everything that has to do with Governor Nyesom Wike.
However, what is rather very disturbing in this constant display of professional mercantilism and the unrestrained effort to mislead the people and misinterpret every action and comment of Governor Wike.
One must say, it is rather shameful for a journalist to resort to the penchant of subtle, yet crude and dangerous slander, to attack anybody who dares to challenge the status quo.
Governor Wike’s remarks at the Interdenominational Thanksgiving Service in commemoration of the Nation’s 61st Independence Anniversary, at St. Paul’s Cathedral, Diobu, Port Harcourt, on Sunday, September 26, 2021, represents the heart cry of every patriotic Nigerian.
Those who listened to his comments, will also agree that the summary of what Governor Wike said was that enemity, hatred, division have become the definining indices of Nigeria today at 61 years.
He said Nigeria is a dysfunctional nation, where the judiciary has been intimidated, children are not in schools and doctors not in hospitals as a result of endless strikes. According to him, credible elections cannot be conducted and the National Assembly has become a place where anything goes in favour of the government in power, even if it is not in the interest of the people.
Sadly, only Nigerians who are feeding fat from such a country and indeed journalists like the author with his obvious anti-libertarian counter progressive propaganda, which promote and protect the interest of these individuals, will disagree with Governor Wike’s observations and even go ahead to cast puerile aspersion with pedestrian examples on his comments.
Suffice it to say that at a time when majority of Nigerians have been numbed into a development hiatus by the overwhelming suffocation of poverty, censorship, insecurity, nepotism, administrative ineptitude and a certain form of political autocracy which have all been elevated dangerously to statecraft and existential norm, a journalist who should professionally serve as the voice and conscience of the people has become the very instrument to justify these anti-development onslaught on the people.
What is even more worrisome is the realization that the author, rather than raise alarm over the deliberate polarization of the country along all the major incendiary fault lines of ethnicity, religion, partisan seclusion, intimidation and persecution, selective inquisitions and all the divisive tendencies which have sadly reversed all the gains made over 61 years, has now embraced the fifth column business of hounding those who speak up against these ills.
To even describe Governor Wike’s comments during that interdenominational church service, as “combat and cant’ as the writer did with misplaced elitist authority, is so unfortunate that it shamelessly exposed the real hypocrisy of a journalist and his sponsors, who are not only living in regrettable, unpardonable denial, but are the very dangerous ilk who are constantly and deliberately subverting national consciousness and turning the glaring truth of what Nigeria has become, on its head.
It is indeed a crying shame that we have in the last six years, transformed quite pathetically, into a nation where for example, state Governors, whose voices ought to be resonating loudly against the impunity that undermines our democratic federalism, have been brow-beaten into a complicit silence, as we watch in helpless horror, the systematic regression and overhaul of a nation’s development garnered painstakingly over 61 years.
Nigeria has never been more divided at any time in its 61 years history than it is today. The country is presently in a dangerous connundrum of identity crises stoked and fuelled by the continued endorsement and justification of leadership impunity and docility by the likes of the writer. Is it any wonder therefore that Governor Wike’s voice is the only one resonating loudly, clearly and independently against these manifestation, as we celebrate the auspicious occasion of our independence as a country that is 61 years old?
Ironically, even many of the leaders who have chosen to couch these desperate times in hopeful platitudes, celebrate the reversal of national essence with choice phrases and pretend with motivational innuendos that a nation which totters precariously on the brink of self implosion and immolation, is making progress, know deep down in their hearts that they are lying to their people.
Governor Wike has proven time and again that he is a courageous, bold, focused and determined leader, who will say a thing like it is and not address it by any other name, just to sound politically correct and please some people.
By the way, at the end of his exhortation, Governor Wike called on the congregation, with the permission of the Church, to join him and the choir to sing the first and last stanzas of the Hymn, SSS 577: “I need Thee Every Hour”. This was indeed quite apt and poignant, to capture the mood and state of affairs in our country today.
There’s definitely no doubt whatsoever that Nigeria needs help at this time in our nation’s evolution, as we celebrate 61 years of Independence.
Nsirim is the Commissioner for Information and Communications, Rivers State.
Soot: Can N’Delta Escape Doomsday?
A popular saying in Nigeria’s ‘Pidgin’ English states: ‘Monkey dey work, baboon dey chop’. It simply means that while the monkey (which is usually smaller in size than the baboon) is working very hard to eke out a living for itself, the baboon uses its larger figure to intimidate the monkey and survive from the proceeds of the monkey’s efforts. This, in a nutshell, explains the plight of the oil-rich Niger Delta region of Nigeria.
The import of this popular saying in the context of this discourse is that while the Niger Delta Region produces the crude oil, which has been the mainstay of the country for over sixty years, and also bears the brunt of oil exploration and exploitation activities, the northern part of the country, which views leadership of the country as its birthright, enjoys more from the proceeds of crude oil.
Much have been said and written by different people, including scholars, about the plight of the people of the Niger Delta in Nigeria, such that at some point, one may easily feel saturated, and possibly irritated, out of a feeling of over-information that now sounds hackneyed.
But the truth is that, from the point at which crude oil was first found in commercial quantity at Oloibiri, in present-day Bayelsa State, in Nigeria, till today, the life of the people in the Niger Delta region has never been the same. Rather than be a source of development to the people in all spheres as it is with the advanced climes, some of which do not have the quality of crude oil the region has, it has been a source of clear dehumanisation of the people.
The apparent euphoria that greeted the discovery of crude oil in the Niger Delta region of the country in anticipation of its implication in terms of what the people stand to benefit as host communities, at inception, soon gave way to nostalgic chronic acrimonious feelings as the days turned to weeks, months, years and now decades.
Perhaps what would amount to an inkling of what is now the fate of the people of the region today was the February 23, 1966 declaration of the Niger Delta Republic in what has become known as The Twelve-Day Revolution’ by the late Major Isaac Jasper Adaka Boro, nicknamed Boro.
Boro’s grouse was the exploitation of oil and gas resources in the Niger Delta areas which benefited mainly the Federal Government of Nigeria and, at the time, the Eastern Region with capital in Enugu, while nothing was given to the Niger Delta people. He believed that the people of the Niger Delta deserved a larger share of proceeds from the oil wealth.
Consequently, he formed the Niger Delta Volunteer Force (NDVF), an armed militia with members consisting mainly of his fellow Ijaw ethnic group. They declared the Niger Delta Republic on that day and fought with Federal forces for twelve days before being defeated. Boro and his comrades were jailed for treason.
They were, however, granted amnesty by the Federal regime of General Yakubu Gowon on the eve of the Nigerian Civil War in May 1967 on the condition that they fight for the Federal Government against the Biafrans. Boro, and some of his comrades, most prominently Owunaro, his second in command in the NDVF, subsequently enlisted in the Nigerian Army.
Boro was commissioned as a Major in the Nigerian Army. He fought on the side of the Federal Government, but was killed under mysterious circumstances in active service in 1968 at Ogu (Okrika) in Rivers State.
But the struggle Boro started has taken different dimensions in the Niger Delta ever since, with seemingly less impact as far as the Federal Government’s response to the demands of the region is concerned. It’s such that after over sixty years of oil exploration and exploitation in the region, all the people have to show is what amounts to deliberate and planned, but gradual destruction of their sources of livelihood, leading to a life of penury, underdevelopment, and currently a possible end to their lives through endemic illnesses such as cancer and like ailments warranted by their exposure to the ravaging soot in the region.
Soot is a mixture of very fine black or brown particles created by the product of incomplete combustion. It is primarily made up of carbon, but it can also contain trace amounts of metals, dust, and chemicals. It is different from charcoal and other by-products of combustion because it is so fine. These tiny particles may be under 2.5 micrometers in diameter which is smaller than dust, mold, and dirt particles.
Beyond artisanal refining, possible causes of the soot also include emissions from asphalt factories, indiscriminate burning of mixed waste, burning of tyres and vehicular emissions, according to a Report by a technical team set up by the Rivers State Government in 2019, to generate preliminary air quality data in Port Harcourt. However, none of these has so infested the region’s cloud with soot as illegal oil bunkering.
Experts say that the small size of soot is what makes it so dangerous for humans and pets, because it can easily be breathed deep into the small passageways of the lungs, which is why repeated exposure to soot is linked to respiratory illnesses, heart disease, and cancer. Soot is, therefore, more than just an unsightly nuisance. It is a danger that cannot be left in the home or environment.
In 2017, a reporter, Yomi Kazeem, wrote, “Across Nigeria’s oil-producing Niger-Delta region, environmental pollution has long been a part of daily lives. But while residents have become used to multiple oil spills which have damaged livelihoods and farmlands, they currently face a new kind of danger: rising black soot particles in the air. Since November, residents of oil industry hub city, Port Harcourt, are complaining about increased soot residue on surfaces in and out of their homes”.
Back then, Nigeria’s Ministry of Environment declared an air pollution emergency in the affected areas. The Ministry claimed that preliminary test samples of the soot indicated it was caused by incomplete combustion of hydrocarbons as well as asphalt processing and illegal artisanal refinery operations.
In a bid to curb the pollution, Kazeem stated, the Ministry shut down an asphalt processing plant operating in the area. The State Government has also sealed off a Chinese company in the city for what it tagged ‘aggravated air pollution, and breach of environmental laws’.
On their part, residents petitioned the United Nations Environment Programme to intervene by investigating the problem while they subtly protested the increased pollution on social media, through the “#StopTheSoothashtag”.
Since then, the best that has been heard about addressing the issue of soot in the Niger Delta had been what can be easily dismissed as subtle complaints on social media by few concerned individuals and organisations involved in environmental health pursuits. Thus, the quantity of particles forming soot that is emitted into the air on a daily basis has increased almost unabated.
For the Federal and State Governments, their efforts so far had been at best mere media hypes in a make-belief establishment of modular refineries in the Niger Delta, which the Federal Government also wants established in the north that does not produce oil, like it did in building refinery in Kaduna State, an act widely viewed as misplacement of priority as far as establishment of modular refineries as a solution to soot is concerned.
In 2013, scientists found out that dirty air caused more premature deaths than unsafe water, unsafe sanitation, and malnutrition in Africa. The obvious implication is that if the Niger Delta is increasingly infested with soot and genuine necessary steps are not taken to check it, the region will most likely go extinct in years to come. The form this will take, and how soon it will manifest are the questions that currently prop up in critical analyses.
During one of such analyses, an environmental toxicologist with the Department of Animal and Environmental Biology, University of Port Harcourt, Nigeria, Dr. Emmanuel Oriakpona, hinted that the most likely consequence of unchecked increase in soot infestation in the Niger Delta is loss of the region’s ecosystem and human health.
“We shall experience loss of our ecosystem and loss of our health. This is the summary of what will happen to us: major loss in our ecosystem. If you go to the mangroves and see the devastation by crude oil, and you also go and see what the people actually carrying out the refining process are going through, you’ll appreciate this better,” he said.
According to Dr. Oriakpona, the situation is worsened by the fact that there is an obvious collaboration between those involved in artisanal refining of crude oil and authorities vested with the responsibility of stopping it. The reason is that such authorities are rewarded with huge financial benefits accruable from the business. This is further buttressed by some key players in the illegal oil refining business whose locally made boats and products were at some points burnt by security agents who felt that their exploitation of the people involved in the illegal trade was challenged.
By: Soibi Max-Alalibo
Business5 days ago
‘Renewable Energy, Pathway To Revamp Economy’
News5 days ago
Agriculture Reduces Nigeria’s Dependence On Oil Sector, FG Admits
Sports5 days ago
2021/2022 NPFL Season Starts, Dec 17
Politics2 days ago
Shehu Explains Buhari’s Controversial Tweet On Biafra
Sports5 days ago
US-Based Okorie Plans Maiden South-East Sports Festival
Business5 days ago
EFCC Blames Frauds In Banking Sector On Insiders
Sports5 days ago
CAFCC: Enyimba Storms Tunisia With Depleted Squad
Business5 days ago
SEC Frowns At Resurgence Of Ponzi Schemes