Juristic Personality

The concept of corporate personality was established a long time ago in the case of Salomon Vs Salomon & Company Ltd. (1897) AC 22 to the effect that a company is a legal entity distinct from its members. It has a distinct legal personality and is capable of suing and being sued in its corporate name. A company is a different person altogether from the subscribers to the memorandum and is neither an agent nor trustee for them. It also has the capacity to enter into any agreement in its corporate name. See: Marina Nominees Ltd. V. F.B.I.R. (1986) NWLR (Pt.20) 48; Afolabi & Ors. V. Western Steel Works Ltd. & Ors. (2012) 17 NWLR (Pt.1329) 286. See also Section 37 & 38 of the CAMA. A subsidiary company has its own separate legal personality. In general, the acts of a subsidiary company cannot be imputed to the parent company and vice versa. See: Union Beverages Ltd. V. Pepsi Cola International Ltd. & Ors. (supra).

In that regard nothing stopped a body corporate as the respondent to get the functions carried out by a legal firm acting on its behalf which firm would in turn utilise whatever human agent it so wished. In doing so the requirement of the law is met. Also as a follow up is that any servant or agent of the company or the legal firm acting for the company would meet the requirement of testifying as to that service carried out by the company or firm. It is not necessary that it is only that person who carried out the function on behalf of the company that must testify. Not at all, as any official of the company well equipped with the transaction and or related documents would suffice to testify. See Anyaebosi v RT Briscoe Nig. Ltd (1987) 2 NWLR (Pt.59) 84; Kate Enterprises Ltd v Daewoo Nigeria (supra). What I am grappling to put across is well captured in the case of the Supreme Court, Saleh v B. O. N. Ltd (2006) NWLR (Pt.976) 316 at 326 – 327 thus: "A company is a juristic person and can only act through its agents or servants. Consequently, any agent or servant can give evidence to establish any transaction entered into by a juristic personality. Even where the official giving the evidence is not the one who actually took part in the transaction on behalf of the company. Such evidence is nonetheless relevant and admissible and will not be discountenanced or rejected as hearsay evidence...." (Underlining mine) That principle was adopted in Comet S. A. Nigeria Ltd v Babbit Nig Ltd (2001) 7 NWLR (pt.712) pg.442, 452 para. B, per Galadima JCA (as he then was) held that: "Companies have no flesh and blood. Their existence is a mere legal abstraction. They must therefore, of necessity, act through their directors, managers and officials. Any official of a company well placed to have personal knowledge of any particular transaction in which a company is engaged can give evidence of such transaction."