"There is no doubt that the law as established since the case of Salomon v Salomon & Company Ltd (1987) AC 22 is that an incorporated Company has a direct and separate legal personality from its members and officials. The consequence of recognizing the separate personality of a company is to draw a veil of incorporation over the company.
One is generally not entitled to go behind or lift the veil for the purpose of attaching liability to its officers. This doctrine of the law has been codified in Sections 37 and 65 of the Companies and Allied Matters Act. However, since a statute will not be allowed to be used as an excuse to justify illegality or fraud, it is in the quest to avoid the normal consequences of the statute which may result in grave injustice that the Court as occasion demands may have a look behind or pierce the veil of incorporation to see those behind the veil.
One of the instances where the veil of incorporation may be lifted is where the company is liable for fraud. See Alade v Alic (Nig) Ltd (2010) 19 NWLR (Pt. 1226) 111 and Oyebanji v State (2015) LPELR-24751. Section 10(1) of the Advance Fee Fraud and Other Fraud Related Offences Act provides an occasion for the lifting of the veil of incorporation of a company to see and hold criminally liable the natural person who instigated an offence by a company under the said Act along with the company. See Nwude v FRN (2016) 5 NWLR (Pt 1506) 471.
The offences for which the appellant and his company stood trial for and were convicted of were under the said Act and so that brought Section 10(1) of the Act on stage. These is also no doubt that the appellant was/is the "alter ego" of the company. By the doctrine of alter ego the Court disregards corporate entity and holds individual responsible for acts knowingly and intentionally done in the name of the corporation. This is done where the individual disregarded the entity of the corporation and made it a mere conduit pipe for the transaction of his own private business. Liability springs from fraud perpetrated not on the corporation but on third persons dealing with thee corporation. See Oyebanji v State supra.
As has been demonstrated in the lead judgment, the appellant and his company forged and uttered documents to mislead the PPPRA into paying it the sum of N963,796,119.85 as fuel subsidy for PMS purportedly purchased from Brazil and shipped on board the vessel MT Overseas Limar where no such importation took place. This case therefore presented a classical instance for the application of the doctrine of alter ego and the lifting of the veil of incorporation."
Per EKANEM, J.C.A. IN JUBRIL v. FRN CITATION: (2018) LPELR-43993(CA)
