We are happy to inform all participants in the Justice Ayo Philips Courtroom Prize for Young Lawyers that the answer to the last quiz is C.
Everyone that got it correctly will now proceed to the final stage on the 10th of March. 8:30 am. The first three to answer the final questions on that day will emerge as the winners.
No quiz question today.
Good luck
Although I understand your reason for choosing C as the right answer, permit me to make some comments on the question and the answer you picked generally.
1. While most instances when the Court will lift the Corporate veil are statutorily provided for under the Companies and Allied Matter Act, as for instance Section 93, 506 and 316, the list is not closed. A glance at case law will show that it will depend on the circumstance of each case, people involved and that the principle will be applicable in criminal as well as in civil cases. Wagbatsoma V. F.R.N CA/L/1041/2014 is a criminal case where the principle of piercing the veil was applied. My point here is that whenever the court has to consider the peculiarity of each case before reaching a decision on whether or not to lift the corporate viel, it is the interest of justice that is being considered. This point is supported by the fact that the list is not closed on instances when the court can lift the corporate veil, and that all other reasons to lift the veil stems from the notion of justice. See further the case of Administrators of the Estate of Sani Abacha (Deceased) V. Eke- Spiff & Ors (2009) 7 NWLR 97 SC where His Lordship Aderemi JSC espoused the notion of justice thus “… In ENGINEERING ENTERPRISES LTD VS. A-G KADUNA (1987) 2 NWLR (PT. 57) 381. Eso JSC delivering the judgment of this court, declared thus, in the duty of courts to do justice, at page 398:’One stream that permeates through all judicial decisions is the clear unadulterated water,filled with great concern for justice’. I shall also like to recall the all time wise saying of this court in ALHAJI RAIMI EDU VS. ODAN COMMUNITY, ADO FAMILY and OKOKOMAIKO COMMUNITY (1980) 8 -11 SC. 103 when Aniagolu JSC reasoned thus at page 127: ‘The moment a court ceases to do justice in accordance with the law and procedure laid down for it, it ceases to be a regular court to become a kangaroo court’.”
2. While it is easy to conclude that the answer is clear when the option of fraud was expressly stated, the same cannot be said of other options dealing with contravention of a contractual relationship and Agency relationship. In Executor of the Estate of Abacha V Eke- Spiff (Supra) the Supreme Court stated that “The court always has an undoubted jurisdiction to relief against every species of fraud” but that a company has circumvent a contractual relationship without more will itself not be a reason. In all contractual relationships the courts has always held that parties make their own law and the primary document to contrue will be the contract itself. If it is agreed that a company is a person in law, it can be sued as such and claims on breach of contract can be made. for the court to dig deep into the corporate personality will take more than circumventing a contractual relation, since an other of specific performance and damges can be awarded against a company as it can be awarded against a natural person. Plus what the action of the court will be, will depend on what is claimed.
Conclusively, although I can go on, I said previously that I understand why the answer chosen by the editor is C, one of which will be a textbook application of the answers to the question, and I realise that the question might have also been drafted from a textbook on company law. Most of us lawyer answered on the best answer basis, choosing answers that will most likely be conclusive.
Thank you.