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STILL ON THAT SECOND MARRIAGE. THIS IS MORE DETAILED. Under Section 11 of the Marriage Act, CAP M6, Laws of the Federati...
07/03/2022

STILL ON THAT SECOND MARRIAGE. THIS IS MORE DETAILED.

Under Section 11 of the Marriage Act, CAP M6, Laws of the Federation of Nigeria, 2004, it provides that the Registrar of Marriages is not allowed to issue a Certificate of Marriage unless he is satisfied by affidavit that:

(d) neither of the parties to the intended marriage is married by customary law to any person other the person with whom such marriage is proposed to be contracted.

Also, Section 33 of the same law provides in Section 33 (1) that

"No Marriage in Nigeria shall be valid where either of the parties thereto at the time of the celebration of such marriage is married under customary law to any person other than the person with whom such marriage is had"

Section 39 of the Marriage Act states that "whoever, being unmarried, goes through the ceremony of marriage under this Act with a person who him or she knows to be married to another person, shall be liable to imprisonment for five years"

Section 40 makes it imprisonment for 2 years for false declarations for marriage. Thus, someone who is married and states in the Marriage Certificate that he is a bachelor, has committed an offence.

Section 46 forbids contracting a marriage under the Act while already married to another person under customary law and punishes same with 5 years imprisonment.

Under Section 49 of the Marriage Act, it is stated as follows:

"Subject to sections 50-53 of this Act, a marriage between parties one of whom is a citizen of Nigeria, if it is contracted in a country outside Nigeria before a marriage officer in his office, shall be valid in law as if it had been contracted in Nigeria before a registrar in the registrar's office.

Under Section 3 of the Matrimonial Causes Act, CAP M7 (This is the law that provides for matrimonial matters, like divorce, separation etc), it is provided that any marriage that takes place where either of the parties is, at the time of the marriage, lawfully married to some other person, is void.

Section 370 of the Criminal Code Act, CAP C38, Laws of the Federation of Nigeria, provides as follows:

370. Any person who, having a husband or wife living marries in any case in which such marriage is void by reason of its taking place during the life of such husband or wife, is guilty of a felony, and is liable to imprisonment for seven years. This section does not extend to any person whose marriage with such husband or wife has been dissolved or declared void by a court of competent jurisdiction, nor to any person who contracts a marriage during the life of a former husband or wife, if such husband or wife, at the time of the subsequent marriage, shall have been absent for the space of 7 years, and shall not have been heard of by such person as being alive within that time.

Therefore, make sure that you are no legally married before you make the next move. It does not matter that you are both separated
Written by Rayfield Associates

"The court will lift the veil of incorporation of any company to find out who was behind the fraudulent and improper con...
23/05/2021

"The court will lift the veil of incorporation of any company to find out who was behind the fraudulent and improper conduct of the company. This will be necessary where the canopy of legal entity is used to defeat public convenience, justify wrong, perpetuate and protect fraud and crime. Also where a company was involved in reckless and fraudulent trading activity tainted with fraud, the court can pears the veil of incorporation." See PUBLIC FINANCE SECURITIES LTD. vs. JEFIA (1998) 3 NWLR, PT. 59.
*MANGA vs. FEDERAL GOVERNMENT OF NIGERIA(2018)LPELR-45341(CA)*

*ISSUE:* LIABILITY OF A COMPANY-Whether an employee of a company can be held liable for the criminal acts of the company; exception thereto

*PRINCIPLE:*
"The Appellant herein has vehemently contended that he being a director cannot be held (vicariously) criminally liable for the acts or omission of the company. Permit me to refer to Section 66 (1 - 3) of the Companies and Allied Matters Act, 2004 which provides that:
1. Except as provided in Section 65 of this Act, the acts of any officer or agent of a company shall not be deemed to be the acts of the company unless-
(a) The company acting through its members in general meeting, board of directors, managing director shall have expressly or impliedly authorized such officer or agent to act in the matter; or
(b) the company, acting as mentioned in paragraph (a) of this subsection, shall have represented the officer or agent as having its authority to act in the matter, in which event the company shall be civilly liable to any person who has entered into the transaction in reliance on such representation unless such person had actual knowledge that the officer or agent had no authority or unless having regard to his position with or relationship to the company, he ought to have known of such absence of authority.
2. The authority of an officer or agent of the company may be conferred prior to any action by him or by subsequent ratification, and knowledge of such action by the officer or agent and acquiescence therein by all the members of the company or by the directors for the time being or by the members in general meeting, board of directors, or managing director; as the case may be.
3. Nothing in this section shall derogate from the vicarious liability of the company for the acts of its servants while acting within the scope of their employment.
See also Section 290 (c) of CAMA on personal liability of directors and officers:
"Where a company-with intent to defraud, fails to apply the money or other property for the purpose for which it was received, every director or other officer of the company who is in default shall be personally liable to the party from whom the money or property was received for a refund of the money or property so received and not applied for the purpose for which it was received; Provided that nothing in this section shall affect the liability of the company itself."
Therefore there is no gain saying that generally vicarious liability is not allowed in law, but there are exceptions even in the doctrine of corporate liability. It is known that a company does not run on its own but on minds of organs of the company who in law is the mind of the company. These are members of the company and organisations of the company, be it private or public. See WAGBATSOMA v. FRN (2015) LPELR-24649 (CA); ALADI v. ALIC NIG. LTD. (2010) 19 NWLR (PT. 1226) 111. In FDB FINANCIAL SERVICES LTD. v. ADESOZA (2002) 8 NWLR (PT. 663) 170 at 173, the Court considering the power of a Court to lift the veil of incorporation held thus:
"The consequences of reorganizing the separate personality of a company is to draw a veil of incorporation over the company. One is therefore generally not entitled to go behind or lift this veil. However, since a statute will not be allowed to be used as an excuse to justify illegalities or fraud, it is a quest to avoid the normal consequences of the statute which may result in grave injustice, that the Court as occasion demands have to look behind the corporate veil."
On whether a company is an artificial person that can only act through its human agent, the apex Court per ANIAGOLU, JSC, in the case of TRENCO (NIG.) LTD. v. AFRICAN REAL ESTATE & INVESTMENT CO. LTD. & ANOR. (1978) LPELR-3264 (SC) held that:
"But a company, although a legal person, is an artificial one which can only act through its human agents and officers. VISCOUNT HALDANE LC in S LENNARD CARRYING CO. v. ASIATIC PETROLEUM CO. LTD. (1915) AC 705 stated: "My Lords, a corporation is an abstraction, it has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who for some purpose may be called an agent, but who is really the directing mind and will of the corporation, the very ego and centre of the personality of the corporation."
Legally the procedure is; it is only after due evaluation of (evidence) acts of the company and that of the directors; (which is not in dispute that the Appellant is) at that point, the lower Court shall determine liability of parties. I again think, its premature at this stage to make an apt decision, in the light of explanations of knowledge of receipt of huge sums where exhibits show Appellant as one of the signatories to the company accounts. I definitely disagree with the heavy submissions of Appellant counsel on this issue; it is part of our laws in Nigeria, that a director or officer of a company can be held vicariously liable for criminal acts of a company. There is no gain saying that Section 286 ACJL does not operate in vacuum. The conditions therein are that:
"...the Court trying the case discharges or acquits any of the Appellants and the presiding Judge or magistrate is of the opinion that the accusation against any of them was false, frivolous or vexatious, the Judge or magistrate may for reasons to be recorded, direct that compensation be paid as the Court shall deem fit to the Appellant or any of them by the person upon whose complaint the accused was charged." (underlining mine)
From the above, the trial Court has not discharged or acquitted the defendant and is not of any opinion that the counts are false, therefore it cannot invoke this provision; it is premature at this stage. The Appellant has in its possession huge sums that has not been returned and are no longer in the Appellant's bank statement of accounts tendered by PW2, 3, 4 nor have the complainants been paid the said returns on investment and have moved out of their known address to avoid been forced to refund. These acts are highly suspicious to the common man and therefore call for explanations there is indeed a prima facie case established against the Appellant herein. It is also important to state at this point that it is premature to review evidence upon this ground to discharge or acquit the Appellant also it does not flow or arise from the Ruling of the Court. See NWANKWO v. EDCSUA (2007) 5 NWLR (PT. 1027) 77; AKIBU v. ODUNTAN (2000) SC (PT. 11) 106. The Appellant further contended that the transaction is contractual. What is in issue and evidence led is to the point that what started as a civil business trampled on the requirement of the law under Sections 58(1) & 59(a) & (b) of BOFIA which the prosecution contends, it is as illegal and such acts have been criminalized. Furthermore the element of fraud on huge monies had received, diverted and has not been refunded
under Section 516, 383(1)& (2) & 390 (9) of the Criminal Code till the date of trial introduced the element of fraud which in its self is a codified offence and falls under other offences under our laws, these are far removed from the realm of civil transaction or gentleman's agreement and now in the region of criminality in form of a scheme which the Appellant has a compulsory task of explaining to the satisfaction of the Court. Therefore until it is explained, neither the lower Court nor this Court can make any definite pronouncement since it is at a no case submission stage.
Likewise this Court is unable to evaluate the case and discharge/acquit the accused based on the evidence adduced so far. It therefore will be overreaching to invoke the provisions of the ACJL, 2011 to make an order of compensation. In AGBO & ORS. v. STATE (2013) LPELR-20388 (SC), FABIYI, JSC, held that:
"It is now basic that in considering a submission of no case to answer, it is not necessary at that stage to determine whether the evidence is sufficient to justify a conviction. The Court only has to be satisfied that there is a prima facie case which requires at least some explanation from the accused person."
As for the issue of arrest and detention of the Appellant's director, the Appellant ought to have taken out a summons under the Fundamental Rights Enforcement Procedure Rules, 2009 to contend this and not raise it in the no case submission or on appeal. A different cause of action applies in this issue having not arisen from the lower Court, this Court being an appellate Court cannot dabble therein. See NGWU & ORS. v. ONUIGBO & ORS. (1999) LPELR-1992 (SC) where ONU, JSC, held at page 12, paras. A - E that:
"...an appeal Court does not inquire into disputes, it inquires into the way in which disputes have been tried and decided..." Per OBASEKI-ADEJUMO, JCA.(Pp.29-36,Paras.C-F).

THE MEANING OF "NEXT OF KIN"The term “Next Of Kin” simpliciter, does not confer the right of inheritance on the person s...
25/01/2021

THE MEANING OF "NEXT OF KIN"

The term “Next Of Kin” simpliciter, does not confer the right of inheritance on the person so named. If so, of what use is the term?"

INTRODUCTION:

The meaning and the legal implication of the term “next of kin” have been constantly misunderstood by the ordinary public. It appears, though erroneously, that many people think that once you are appointed the next of kin of a person, it automatically gives you the right to inherit the person’s estate upon his demise. In fact, many people think that, a next of kin gives an exclusive right over a person’s property.

The above erroneous believe and understanding of the term next of Kin has made many people to shy away from the need to make a Will. This is because, they think appointing a Next of Kin, is a way of naming your beneficiary. However, the above assumption is not in conformity with the law. It must be noted that, ignorance of the law is not an excuse.

WHAT THEN IS THE MEANING OF THE TERM “NEXT OF KIN”?

The term, next of Kin has been described as the nearest blood relative of a person. See JOSEPH v FAJEMILEHIN O.O & Anor (2012) LPELR-9849(CA). The term can also refer to a person who can be contacted or notified in cases of emergencies or eventualities. For instance, one of the forms that is usually filled while on transit, requires the information of next of kin. This is needed in case of any accident. In other words, where there is an accident involving that person, his next of kin shall be notified or informed.

Also, the term is constantly put into use by hospitals. In this case, next of kin means a person who can make medical decisions for a person who is incapacitated or unable to do so, during emergencies.

The term is also frequently used in financial documents by banks and other financial institutions. In this instance, next of kin means a person who can ensure that the proper steps are taken towards the recovery of the money held at the bank, at the demise of the owner. In other words, being a next of kin of a person, as regards his money in the bank, does not give a right to inherit such money, either partly or as a whole.

WHAT IS THE LEGAL IMPLICATION OF THE TERM NEXT OF KIN AS IT RELATES TO THE LAW OF SUCCESSION?

It must be noted that appointment of a next of Kin is not a substitute to the making of a valid WILL. The reason is because, when a person dies testate (that is, the person made a valid Will), the matter of next of kin is of no relevance. The estate of a deceased person who dies testate is distributed strictly according to the Will. Thus, his next of kin will only be entiled to his estate, if the WILL says so.

On the other hand, in a situation where the deceased died intestate (that is, without making a valid Will), the question of the distribution of his estate is governed by the law. The customary law/Islamic law or the Administration of Estate Law will apply depending on the kind of marriage contracted by the deceased. In other words, if the deceased contracted a statutory marriage (popularly known as court marriage), the distribution of his estate shall be governed by either the English Law or the Administration of Estate Law. See OBUZEZ V OBUZEZ (2007) 10 NWLR (Pt.1043) 430. It must be noted that the Administration of Estate Law provides for the order of inheritance which must be complied with strictly and a next of kin, is not among the categories of those entitled to inheritance in this instance.

Let it be stated en passant that one need not be the next of kin of the deceased for one to apply for the letters of administration in respect of the estate of the deceased person. Once there is no WILL, at least two of the deceased relatives may apply for letters of administration. These relatives may be the deceased wife/husband, children, brother/sister, amongst others. Whether such a person is the deceased person's next of kin or not is immaterial for there is no law that says that the next of kin of the deceased person must be appointed his administrator where there is no WILL or Executor/beneficiary where there is WILL.

In other words, Succession is regulated by law. It is only those entitled by law to inherit a deceased person’s estate that can do so. A next of Kin is not one of such persons. However, this is without prejudice to his right to inherit on a personal ground. Thus, if the person so named as a next of kin is the son of the deceased, he is entitled to inherit, not as a next of kin, but because he is the legitimate son of the deceased. Also, if the person so named as a next of kin, is also named in a valid Will made by the deceased, he is entitled to an inheritance not because he is a next of kin, rather, because, he is named in the WILL.

CONCLUSION

A next of kin, who is usually a blood relative, though not always, has no legal right of inheritance by virtue of his status as a next of kin simpliciter. However, it must be noted that the appointment of a next of kin is not a means or method of naming an heir. A next of Kin is not recognised as an heir under the Nigerian law of succession.

Therefore, next of kin, stricto sensu, does not by any stretch of imagination, entitle the person so named an automatic right of inheritance. If the person so named as a next of kin is not entitled either by the WILL or by other laws of inheritance, to inherit, he cannot be conferred with the right of inheritance by the mere fact that he is named as a next of kin.

It is hereby submitted that when it comes to the law of succession, the term next of kin has no legal implication. It therefore does not confer the right of inheritance. Thus, it is erroneous and unlawful for anyone to claim any inheritance on the singular reason that he is named as a next of kin. Such claims have no legal bases and are unfounded.

Thank you.
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Business NewsLitigationsTop NewsTrending PostIt Is Illegal To Deduct N50 As Stamp Duty Charges On Customers Bank Account...
12/12/2020

Business NewsLitigationsTop NewsTrending Post
It Is Illegal To Deduct N50 As Stamp Duty Charges On Customers Bank Account, Court Rules Against CBN, Zenith Bank
By Unini Chioma -December 12, 2020
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The Federal High Court sitting in Asaba presided over by Hon. Justice (Dr.) Nnamdi O. Dimgba in a case between Mr. Rupert Irikefe and CBN, Zenith Bank & Attorney General of the Federation has ruled that it is illegal to deduct #50 as stamp duty on teller deposits or electronic transfers of monies from #1,000 above.

This is contained in a Judgement of the Court delivered on Thursday, 9th day of December, 2020.

By an amended originating summons filed on 15th day of October, 2020, the Plaintiff sought for 8 declarations against the Defendants.


He urged the Court to declare that “the conduct of the 1st Defendant (CBN) in continuing to impose, direct the imposition, deduction or remittance to it by the 2nd defendant and or receiving the sum of #50 Naira as stamp duty on electronic transactions or transfer of monies from #1,000 (One Thousand Naira) upwards from Plaintiff’s current account no. 1014242877 despite the subsistence and or its awareness of the Judgements in Appeal No. CA/L/437A/2014 and Suit No. FHC/L/CS/126/ 2016 is arbitrary, unlawful, illegal, dismissive and contemptuous of the lawful orders of superior courts of competent jurisdiction, condemnable, null and void and of no effect”.

In addition, the Plaintiff claimed the sum of #50 million as general damages and #50 million as exemplary damages.

Meanwhile, the Defendants all greeted the suit with preliminary objections which were all dismissed by the Court as unmeritorious.

However, on the substance of the suit, the Court reformulated a sole issue for determination as follows:

“Whether from the totality of the materials presented before the Court, the Plaintiff is entitled to any or all of the reliefs sought”.

The Plaintiff argued that by the decisions of Courts on the subject, it is unlawful and disrespectful of the Defendants to continue to impose the charges on his account, adding that Judgement of a Court is binding and subsisting until same is set aside.

He further argued that CBN does not have the competence to impose a tax as the power to so do resides in the Federal Inland Revenue Service (FIRS) by the dint of Section 87 of the Stamp Duties Act and relevant provisions of the FIRS ACT, 2007.

Conversely, CBN argued that it is protected from any liability whatsoever by virtue of Sections 52(1) and 53(1) of the CBN Act and BOFIA respectively which imbue the CBN with immunity from any act done or undone in good faith.

In addition, the 2nd Defendant (Zenith Bank) argued that it cannot be liable because it was merely acting on the instruction of a disclosed principal.

On the part of the AGF, he argued that the Plaintiff had not been able to place sufficient materials before the Court to warrant a grant of the reliefs.

THE DECISION OF THE COURT

Having carefully listened to the pith and substance of the case advanced by the parties, firstly, the Court noted that the argument of the CBN is misconstrued and cannot stand.

“To enjoy the protection of the referenced provision, firstly, the action done or omitted to be done should be in good faith; and secondly, the actions done or undone in good faith should be one done or undone in the process of the ex*****on of any powers conferred upon the apex bank by the legislation”, the Court held, adding that can it be said that the purported deductions made from the Plaintiff’s account “in the face of subsisting decisions of Courts prohibiting same, one done in good faith? I do not believe so. The reason is not far fetched.”

The Court further said that CBN participated in “Suit No FHC/L/CS/126/2016 between Retail Supermarkets Nigeria Limited v. Citi Bank Limited and Central Bank of Nigeria…challenging…its circular with reference – CBN/GEN/DMB/02/006” where CBN instructed Banks to be deducting the said #50 as stamp duty, adding that the Court “held that it was unlawful for the apex bank and the commercial banks to continue to make those deductions”.

The Court, therefore, made the below notable pronouncements:

“The question, is having been aware of the above clear decisions of competent courts (of this Court and Court of Appeal), why then did the 1st Defendant and the 2nd Defendant continue to treat those decisions as if they were not existing, and to continue to implement the provisions of the circular which had already been nullified as being inconsistent with the law, namely the Stamp Duties Act?

“I have never ceased to wonder the practice that is so very much exacerbated in current climes, where agencies of the government treat decisions of courts of law with disdain, and carry on as if this decisions were not in existence. In my view, and I have raised this alarm anytime an opportunity presents itself, (and I do so for posterity,) obedience to the rule of law of which respect for the authority and decisions of law is an integral part, is at the foundation and the heart of the stability of our society. Everybody has a stake in ensuring that the rule of law prevails, and that the authority of courts of law is held as sacred. The reason is because ultimately, everybody turns to the court for protection, for in the moral authority of the courts lie salvation for all. This includes for the weak, in the immediacy, and for the strong, potentially. Human and executive powers are all transient. Stripped by the ephemerality that attends human affairs of his raw or executive power, the strong today inevitably turns out to be the weak tomorrow. And the question is where will the strong, now weakened, turn to for protection tomorrow, if he or she in the hours of strength of today, facilitate or participate in the destruction of the courts, to which all ultimately turn to as an alcove of salvation in the moment of vulnerability? This is a question that I will continue to pose, and for which all stakeholders must and should ruminate in their minds.”

Furthermore, the Court ruled that by the dint of Section 287 of the 1999 Constitution, the Defendants are bound by the decisions of the Court and are under obligation to enforce same.

The Court further stressed:

“Coming down to earth, my empathetic view is that by continuing with the deductions of stamp duty charges from the bank account of the Plaintiff and having same remitted to it, inspite of clear and binding decisions of Court prohibiting same, the 1st Defendant (CBN) has not acted in good faith; it actually acted in bad bad faith. By its every action, the 1st Defendant cannot take lawful shelter under Sections 52(1) and 53(1) of the CBN Act and BOFIA”.

Besides, the Court dispelled the contention of Zenith Bank that it was acting for a disclosed principal, ruling that “the exception to the general rule of liability in agency is that, where an agent is a wrongdoer, he cannot enjoy any protection from liability simply by pleading that it is an agent of a disclosed principal.”

The Court added that Zenith Bank “became a wrongdoer when they willfully disobeyed the judgement of Courts. They should therefore suffer the consequence. The truth is that when it comes to obedience to the law, everybody is on his own and should exercise independent judgment.”

In the whole, the Court adjudged the Plaintiff’s suit to be meritorious and awarded the sum of # 2 million damages adding that “it is granted to set an example that it is reprehensible conduct to willfully disobey decisions of competent courts of law”.


Also, the Court awarded the cost of #500,000 in favour of the Plaintiff against the CBN and Zenith Bank.

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30/11/2020

The law is indeed settled, that the placing or delivery of an article to an officer of the postal service in the course of his duties shall be deemed to be delivered to the addressee. O. Ariwoola JSC In Citi Bank Ltd Vs Ikediashi (2020)81 NSCQR

WHO IS A LAWYER?BY:per NIKI TOBI JSCIn his book: "The Nigerian Lawyer". page 5" A lawyer is not a liar.He is a truthful ...
21/11/2020

WHO IS A LAWYER?
BY:per NIKI TOBI JSC
In his book: "The Nigerian Lawyer". page 5

" A lawyer is not a liar.He is a truthful and perfect human being of
intelligence ,respect, courtesy and candour.A lawyer is not an
interloper,intermeddler, confusionist or rambler.A Lawyer is a
person who the sheer dictates of his profession exposes his
services to those in need and in trouble. Its not part of the role of a lawyer to instigate litigation or dispute between parties.He is however
prepared to use his expertise of the law to protect and defend a party
who runs in to some problem or who is troubled by the law.While a
Lawyer may appear hostile and at times impolite in the course of
advocacy in court ,particularly during cross examination, he may
be as a result of occupation hazard.But the law that he operates
does not allow him to play the gallery.The judge is always there to
check any advocate's excesses ".

*AN UNSIGNED CONTRACT MAY STILL BE ENFORCEABLE BETWEEN THE PARTIES.**Re: MTN (Nig.) Communications Ltd. v. Corporate Com...
14/11/2020

*AN UNSIGNED CONTRACT MAY STILL BE ENFORCEABLE BETWEEN THE PARTIES.*

*Re: MTN (Nig.) Communications Ltd. v. Corporate Communications Inv. Ltd. [2019] 9 NWLR (Pt. 1678) 427; (2019) LPELR-47042(SC).*

*A REVIEW OF THE CASE OF MTN (Nig.) Communications Ltd. v. Corporate Communications Inv. Ltd. [2019] 9 NWLR (Pt. 1678) 427; (2019) LPELR-47042(SC).*

*FACTS OF THE CASE:*
MTN (“the Appellant”) entered into a Trade Agreement (Exhibit A) with Corporate Communications Inv. Ltd. (“the Respondent”) who is one of MTN’s trade partners. The Agreement was drafted by MTN and sent to the Respondent for its signatures. The Respondent signed but MTN did not, and kept it. Parties however transacted on the basis of the contract. MTN thereafter terminated the Agreement without giving the required notice, relying on the relevant clause in the Agreement. The Respondent (through its Counsel) challenged the contract termination and requested for amicable resolution. MTN was unmoved. It gave effect to the termination by rejecting subsequent orders placed by the Respondent for MTN’s products on account of the termination letter (Exhibit B). It further withdrew 27 SIM registration kits assigned to the Respondent. Aggrieved, the Respondent sued MTN claiming damages for breach of contract. The Respondent pleaded that in compliance with the Agreements between the parties, it had incurred expenses in procuring facilities and equipment which were of no more use to it, in view of the purported termination of the contract. The Respondent pleaded that the abrupt cancellation of orders without a formal and valid termination of their Agreement has caused it huge financial loss. The trial Court found for the Respondent and awarded N25 Million as damages and costs of N20,000. MTN’s appeal up to the Supreme Court was roundly dismissed.

*DECISION OF THE COURT: *
The Supreme Court upheld the position that the argument of MTN was absolutely baseless, holding that it will not allow the Company to escape justice by its “ingenious b***y trap” set for the Respondent. Kekere-Ekun, JSC relied on established principles in handing down the following fantastic reasoning:
“Though not mutually executed, Exhibit A [Trade Agreement] was regarded by the parties as their binding contract. Equity acts in personam and therefore takes as done that which ought to be done, if from the conduct of the parties such inference can be drawn. In the instant case, such facts abound on which the two Courts below concurrently found that the parties intended to be bound by Exhibit A and that Exhibit A would be the basis of their mutual transaction, whether or not the document was formally executed. Again, Equity acting in personam would look at the intent of the parties and the substance and not at the form. In the instant case, insistence on compliance with all formalities of executing a written agreement will be oppressive to the Respondent. The Appellant, in the Court of Justice, will not be allowed to take advantage of the Respondent on his own iniquity by his ingenious b***y trap by which he deliberately withheld his signature while at the same time it made the Respondent go with the impression that the relationship is governed or regulated by Exhibit A. Section 169 of the Evidence Act, 2011, which codified the principle of estoppel by conduct, will not countenance the present posture of the Appellant and allow it resile out of Exhibit A.”
His Lordship further stated:
“As observed earlier, the Appellant did not deny the fact that it continued trading and carrying on business with the Respondent in accordance with Exhibit A. I agree entirely with the two lower Courts, that the Appellant could not be allowed, by deliberately withholding its signature, to take advantage of its wrongdoing and use it as a weapon against the Respondent. See: Adedeji Vs N.B.N Ltd. (1989) 1 NWLR (Pt. 96) 212 @ 226-227 E-A, where it was held, inter alia that it is morally despicable for a person who has benefited from an agreement to turn around and say that the agreement is null and void, or unenforceable, as contended in this case.”
The above position is also in keeping with the settled principle that an agreement can exist between parties by their conduct.

*Culled from- Stephenlegal*

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