Highlights
- Introduction
- Theories of Juristic Personality
- Corporate Personality in England
- Corporate Personality In United States Of American
- Corporate Personality Under The Nigeria Company Law
- Application Of The Rule Of Separate Legal Personality Of Corporate
- Practical Relevance Of The Separate Legal Personality Rule
- Main Consequences Of Companies' Corporate Personality
- Conclusion
- References
INTRODUCTION
The focus of this seminar paper will be the examination of the concept of Separate Corporate Personality principle starting from the various theories of juristic personality, legal personality of a company, nature of corporate personality, advantage of corporate personality, and corporate personality in other jurisdictions such as England, United State of American, and Nigeria on the basis of conducts or liabilities of companies.
THEORIES OF JURISTIC PERSONALITY
Fiction Theory – This theory was put forward by Von Savigny, Salmond, Coke, Blackstone, and Holland etc. According to this theory, the personality of a corporation is different from that of its members. Savigny regarded corporation as an exclusive creation of law having no existence apart from its individual members who form the corporate group and whose acts are attributed to the corporate entity. As a result of this, any change in the membership does not affect the existence of the corporation.
Gray supported this theory by saying that it is only human beings that are capable of thinking, therefore it is by way of fiction that we attribute ‘will’ to non-human beings through human beings who are capable of thinking and assign them legal personality.
Concession Theory – This theory is concerned with the Sovereignty of a State. It pre-supposes that corporation as a legal person has great importance because it is recognized by the State or the law. According to this theory, a juristic person is merely a concession or creation of the state.
Concession Theory is often regarded an offspring of the Fiction Theory as both the theories assert that the corporation within the state have no legal personality except as is conceded by the State. Exponents of the fiction theory, for example, Savigny, Dicey and Salmond are found to support this theory.
Nonetheless, it is obvious that while the fiction theory is ultimately a philosophical theory that a corporation is merely a name and a thing of the intellect, the concession theory is indifferent to the question of the reality of a corporation in as much as it focuses only on the source (State) from which the legal power of the corporation is derived.
Group Personality Theory or Realist Sociological Theory – This theory was propounded by Johannes Althusius and carried forward by Otto Van Gierke. This group of theorists believed that every collective group has a real mind, a real will and a real power of action. A corporation therefore, has a real existence, irrespective of the fact whether it is recognized by the State or not.
Gierke believed that the existence of a corporation is real and not based on any fiction. It is a psychological reality and not a physical reality. He further said that law has no power to create an entity but merely has the right to recognize or not to recognize an entity.
A corporation from the realist perspective is a social organism while a human is regarded as a physical organism. This theory was favoured more by the sociologists rather than by the lawyers. While discussing the realism of the corporate personality, most of the realist jurists claimed that the fiction theory failed to identify the relationship of law with the society in general. The main defect of the fiction theory according to the realist jurists was the ignorance of sociological facts that it evolved around the law making process.
The Bracket Theory or the Symbolist Theory – This theory was propounded by Rudolph Ritter von Jhering (also Ihering). According to Ihering, the conception of corporate personality is essential and is merely an economic device by which we can simplify the task of coordinating legal relations. Hence, when necessary, it is emphasized that the law should look behind the entity to discover the real state of affairs. This is also similar to the concept of lifting of the corporate veil.
This group believed that the juristic personality is only a symbol to facilitate the working of the corporate bodies. Only the members of the corporation are ‘persons’ in real sense of the term and a bracket is put around them to indicate that they are to be treated as one single unit when they form themselves into a corporation.
Hohfeld’s Theory- He said that juristic persons are creations of arbitrary rules of procedure. According to him, human beings alone are capable of having rights and duties and any group to which the law ascribes juristic personality is merely a procedure for working out the legal rights and jural relations and making them as human beings.
Kelsen’s Theory of Legal Personality – He said that there is no difference between legal personality of a company and that of an individual. Personality in the legal sense is only a technical personification of a complex of norms and assigning complexes of rights and duties.
CORPORATE PERSONALITY IN ENGLAND
Before separate legal personality became a key tenet of company law, it was used by religious organizations to hold property in their own right.[1] Over time, the theological concept gained the approval of Parliament and, as a result, shaped modern society in every conceivable way.[2] Prior to the landmark reforms of 1844, there were two types of legal structures: joint stock companies and corporations. A joint stock company was in fact a large partnership in possession of company attributes such as transferable shares, a constitution and a board of directors.[3] However, it lacked one essential attribute, a separate legal personality. Corporations, on the other hand, were either formed under an Act of Parliament or a Royal Charter.[4] Thus, for a joint stock company to attain the legal status of corporations, it needed Parliamentary intervention or a Royal Charter. To regulate joint stock companies that were unable to gain corporate status, the courts relied on principles of partnership law. The growth in the use of joint stock companies in the early nineteenth century was accompanied by two major problems. First, partnership law was based on a genuine relationship between the partners actively working together. However, a typical joint stock company had hundreds or even thousands of members thus stretching the idea of a personal working relationship to near impossibility. Second, applying partnership law to joint stock companies created difficulties under private law. When a partnership was sued, it was essential to ensure that all the partners to the suit were collectively made liable.
However, since shares were freely transferable, discovering hundreds or thousands of partners and subjecting them to the suit was very difficult, if not impossible. The failure of partnership law to regulate joint stock companies needed urgent Parliamentary intervention. The roadmap leading to separate legal personality for joint stock companies began in 1844 when Parliament passed the Joint Stock Companies Act.[5] It granted companies a separate personality upon registration under the Act. Incorporators were provided with a quick route to gaining corporate status without the need to bargain for a Royal Charter or an Act of Parliament. However, lawmakers at the time were also aware that separate legal personality alone cannot attract traders to engage in commercial trade for fear of failure to repay the debts, whether at fault or not.[6] Awareness of business risk led to an equally significant development, limited liability. It reached the statute books in 1855[7] and a year later married corporate personality under the Joint Stock Companies Act 1856.
At the end of the nineteenth century, the developments made under the Joint Stock Companies Act faced their fiercest challenge in the landmark case of Salomon v Salomon & Co. Ltd[8]; the conclusion of which ushered in a new age of social and economic development. In that case, the liquidator attempted to recover from Mr. Salomon personally for the losses incurred by his company, Salomon & Co. Ltd. The liquidator argued that the company was a sham, a fraudulent entity designed to shield Mr. Salomon from liability. Although Mr. Salomon had met the requirement of seven subscribers, the other six were his children and wife. The Court of Appeal held in favour of the liquidator held that, it was plain fraud perpetuated by a sham company in which six of the members were nothing more than dummies. Somewhat controversially, the House of Lords rejected the argument that only genuine members can subscribe to the memorandum of association. Their Lordships were of the view that control over the company does not mean legal responsibility for its actions because it is a separate legal entity. By holding that a company was properly incorporated even when it was set up with dummies was a clear departure from the legal principles that underpin our understanding of company law at the time.
It was the year 1897[9] when the House of Lords unanimously cemented the doctrine of corporate personality in English company law. The doctrine recognised that a company is a separate legal entity. Lord Keith’s 1978 dictum in Woolfson v. Strathclyde Regional Council stated that the doctrine can only be denied at common law “where special circumstances exist indicating that [a company] is a mere façade concealing the true facts” cemented facade as the main exception to the separate entity doctrine.
CORPORATE PERSONALITY IN UNITED STATES OF AMERICAN
Although the traditional English concept of the separate legal personality of the corporation had been firmly embraced by the United States after the Revolution, this meant only that the corporation was a separate legal entity with fundamental core rights. Entity law provided no answer to the uncertainties of the application of the new Constitution to corporations. In determining the extent to which corporations could invoke constitutional provisions and obtain constitutional rights in addition to their unchallenged core rights at common law, the courts inevitably turned to theories of the corporate personality[10].
Although recognition of the separate legal personality of the corporation with existence as a juridical entity, separate from its shareholders, goes back centuries, there has been worldwide controversy as to the exact nature of the corporation as a legal institution.
In the United States, this development has gone through three stages and is now entering a fourth stage.[11]
First, in the early days of the Republic, the courts saw the corporation as an "artificial person" in the terms expressed by the English authorities, Coke and Blackstone.[12] As Chief Justice Marshall put it:
“A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it, either expressly or as incidental to its very existence.”[13]
The corporation was a creation of the legislature with certain "core" rights including the capacity to sue and be sued, the capacity to hold and transfer property, and to have perpetual existence, irrespective of any change in its shareholders. This view has been alternatively called the artificial person, or fiction, or concession, or grant doctrine.
As the Supreme Court commenced determination of the rights of the corporation under the new federal Constitution, a second, more complex theory of the corporate personality emerged reflecting the interests of the incorporators and shareholders of the corporation. The corporation was perceived as an association of individuals contracting with each other in organizing the corporation, with its core attributes as an artificial legal person supplemented by the attribution to it of constitutional rights of its shareholders.
As Justice Field said in The Railroad Tax Cases[14]:
“Private corporations are, it is true, artificial persons but... they consist of aggregations of individuals united for some legitimate purpose ...It would be a most singular result if a constitutional provision intended for the protection of every person against partial or discriminatory legislation by the states should cease to exert such protection the moment the person becomes a member of the corporation... The courts will always look beyond the name of the artificial being to the individuals whom it represents.”
This conception of the corporation has alternatively been called the associational, or aggregate, or contract theory.
The essential feature of the artificial person theory was its emphasis on the central role of state action. The supplemental "associational" theory was reenforced by the growth of general incorporation statutes in the nineteenth century making corporate status freely available and moving the predominant role in corporate organization from the state to the incorporators.[15] However, general incorporation did not become the norm until the 1870s.[16]
Third, the corporation has been perceived as an organic social reality with an existence independent of, and constituting something more than its changing shareholders. This has been termed the natural entity or real entity or realism theory. Under this view, the corporation is a juridical unit with its own claims, much like those of a natural person, that extend beyond both the circumstances of its legal creation by the state and the claims or interests of its shareholders. It is the ultimate stage of the entity view or the "strong entity" view.
As Professor Teubner points out, each of the competing contentions involved in the "old dispute on the nature of corporate personality have some validity and contributes to a better understanding of the full dimensions of a "remarkably fluctuating reality."[17] The corporation is indeed simultaneously a legal fiction, a contractual network, and a "real" organization.
A remarkable amount of scholarly examination of these theories has continued for more than a century. After decades of debate, the growth of the "legal realism" movement[18] during the 1920s led to increasing recognition that, whatever its philosophical nature, corporation was a "means to achieve an economic purpose"[19] and that the fundamental issue was not one of theoretical concept but the adaptation of the law to achieve an appropriate degree of control over the activities of the corporation in the light of the values of the times.
The three traditional theories have much more than philosophical interest. They have helped shape the law. The view of the corporation as an "artificial person" underlies entity law, the view of the corporation with rights and duties separate from those of its shareholders, for ages past the prevailing view of Western jurisprudence. Arising from historical and philosophical roots, this ancient doctrine, which preceded the triumph of limited liability by centuries, has been tremendously re-enforced by it.[20] Entity law provides the substratum (foundation) on which Anglo-American corporation law rests.
The view of the corporation as an association or aggregate of the individuals composing it, played an important role in the late nineteenth century in facilitating the development of the law to broaden and extend constitutional protections to corporations in order to protect the economic interests of shareholders. It survives today in some areas of the law regulating in internal corporate affairs. Even where adopted, however, it has been used to support the attribution of shareholders' interests to the corporation for assertion by the corporation not by shareholders." Moreover, it has had no influence whatsoever in issues involving the imposition of liability or other duties on shareholders. Thus, notwithstanding any philosophical inconsistency, the doctrine has not led to any abandonment of entity law or lack of full recognition of the corporation as a separate juridical unit.
The third stage, or the corporation as a "real entity," is the view that has dominated corporation law for decades. It is especially evident in the attribution to corporations of constitutional rights similar to those of natural persons in most cases.
American law is now entering a fourth stage. With the increasing role in the society of large corporations typically operating as multi-tiered multinational groups of parent and subsidiary corporations, the "real entity" view is being supplemented by increasing efforts of statutory and common law in selected areas to deal with corporate groups as an entity and to impose group obligations and less frequently to recognize group rights as well. In this movement still in its early stages, yet another theory of the corporation is beginning to emerge[21].
In some areas of American law, particularly statutory law, traditional theories of the corporate personality are being increasingly supplemented by a newer doctrine emphasizing enterprise over entity.
In summary, the whole concept of corporate personality, had three essential elements; the autonomy of corporations from the state; the functional existence of the unit with rights and duties distinct from owners and agents; and a vague open-ended sense of analogy between corporations and persons in other respects, including a coordinated mental life concentrated in its management.
CORPORATE PERSONALITY UNDER THE NIGERIA COMPANY LAW
Nigeria, like many other commonwealth nations, our company law is an offspring of English statutes.
In Nigeria, the concept of corporate personality has its jurisprudence from the classical of case of Salomon v. Salomon Co. Ltd[22]. The fact of this case will be highlighted before I discuss further. Mr. Salomon was a leather merchant and a boot manufacturer. In 1892 he formed a limited liability company in the bit to advance his business. He and six other members of his family subscribed its memorandum for one share each, and he and two of his sons were appointed directors. The company paid some 39.000 pounds to Salomon for the business, the mode of payment being to give Salomon 10,000 pounds in debentures, secured by a floating charge on the company’s assets and 20,000 pounds shares of 1 pound each, the balance of some 9,000 being paid to Salomon in cash. The business did not prosper and when it was wound up a year later its liabilities (including the debenture debt) exceeded its assets by some 8,000. The liquidator representing the unsecured creditors claimed that the company’s business was in reality still Salomon’s, the company being merely a sham designed to limit Salomon’s liability for debt incurred in carrying it on and therefore Salomon should be ordered to indemnify the company against its debts, and payment of the debenture debt to him should be postponed until the company’s other creditors were satisfied.
The final judge Vaughan Williams, J agreed with the liquidator. He held that subscribers of the memorandum, other the Salomon, held their shares, as mere nominees for him and Salomon’s sole purpose in forming the company was to use it as an agent to run his business for him.
The Court of Appeal reached same decision as the trial judge but for different reasons. They held that the Company’s Act were intended to give privilege of limited liability only to genuine independent shareholders and to a man who was really the sole owner of the business and who merely formed six nominees to join with him going through the formalities of incorporation.
The House of Lords unanimously reversed the trial judge and the court of appeal judgment and held that the company was a separate and distinct person. The debentures were perfectly valid and Salomon was entitled to remaining assets in part payment of the secured debenture held by him. In the words of Machnaghten;
“the company is at a different person altogether from the subscribers to the memorandum and though it may be that after incorporation the business is precisely the same as it was before and the same persons are managers, and the same hands receives the profits, the company is not in law the agent of the subscribers as members liable in any shape or form except to the extent and in the manner provided by the Act”
The concept of separate corporate personality therefore means that once a company is registered, it becomes separate person from the individuals who are its members. It has capacity to enjoy legal rights and is subjected to legal duties which do not conflict with that of its members. It has a legal personality and is always referred to as “artificial person” as opposed to human being, a natural person. It therefore follows that it is through registration that one can create a corporation.
Section 37 of the Companies and Allied Matters, Act, 2004[23] provides for the effect of registration thus “As from the date of incorporation mentioned, in the certificate of incorporation, the subscriber of the memorandum together with such other persons as may, from time to time, become members of the company, shall be a body corporate by the name contained in the memorandum, capable forthwith of exercising all the powers and functions of an incorporated company including the power to hold land, and having perpetual succession and a common seal, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Act.” Separate legal personality is a creature of statute, the law may grant legal personality to any group or persons being a creation of law, it is artificial being a creation of law, it is artificial and therefore may be conferred on groups of people in order to achieve a particular purpose.
This concept is a concept that according Gower and Davies in their book titled “Principles of Modern Company Law” was inter-alia introduced to cater for circumstances which tends to accumulate all the debts and liabilities upon an individual[24]. The concept therefore act as a shield and helmet to such individual or individuals who own all or substantial amount of shares of a company. The company is not in law, the agent of the subscribers or trustees for them. Nor as the subscribers as members in any shape or form, except to the extent and in the manner provided by the Act[25].
In Nigeria this concept of separate legal personality has been recogised and given judicial impetus on plethora of cases. In Habib (Nig) Bank Ltd-)Ochete[26], the Respondent operated both personal and corporate account (in the name of Belyn Pharmacy Ltd which was originally a business name-belyn pharmacy) in the appellant Bank. The Respondent paid in a cheque in his personal account and the appellant Bank mischievously paid it into the corporate account which was heavily overdrawn and the Respondent could not make the use of the money. He brought an action for rectification and damages, and the trial Court granted the Order and the Appellant appealed. While dismissing the Appeal, the Court of Appeal, Per Umoren JCA, restated the position of law that;
The moment a business name is incorporated into a limited liability company, it legally assumes a separate and distinct personality from its members. It puts on a corporate veil beyond which no one can penetrate except when it is lifted in a manner authorised by law. From that moment it could own property and accept transfer of assets and liabilities in its corporate name. Accordingly, the Court ruled that at the presentation of the cheque, the Respondent was a separate and distinct person from Belyn Pharmacy Ltd. The Appellant could not therefore convert the Respondent’s cheque to the company’s account.
Although a Company attains legal personality upon incorporation, it is merely an artificial person. Therefore, it can only act under the instrumentality of human beings, operating as its agents, either as members in general meeting, directors or officers and assigns. Section 63(1)[27]
The law generally, attributes the acts of such individuals to the company, and that is the basis of the company’s liability in tort, contract and even crime. Thus, subject to the exceptions allowed for lifting the veil of incorporation, where it is established that a person director or any authorised officer of a company acted on behalf of the company, he does not incur personal liability. In Okolo v. Union Bank of Nigeria Plc[28] the Supreme Court held that a director of the Company is in the eye of the Law an Agent of the Company, it is the Company, the Principal which is liable on it and not the Directors.
It is however note worthy, that it is not the act of every officer that binds the Company. Those whose acts bind the Company are the alter ego; those whose position are the directing mind and will of the Company.[29] Also in Akinwunmi Alade v. Alic (Nigeria) Ltd[30] the court recognised that the concept of separate legal personality of a company draw a veil of incorporation over the company where it held per Suleiman Galadima J.S.C. that “the consequence of recognising the separate personality of a company is to draw a veil of incorporation over the company; one is therefore not entitled to go behind or lift the veil…”.
In summary, the effect of separate legal personality is that the company is at law a different person altogether from the subscribers to the memorandum; though it may that after incorporation, the business is precisely the same as it was before, and the same persons are managers and the same hands receive the profits, the company is not in law the agent for the subscribers or trustees for them, nor are the subscribers as members in any shape or form, except to the extent and in the manner provided by the Act
APPLICATION OF THE RULE OF SEPARATE LEGAL PERSONALITY OF COMPANY
The rule of separate legal personality of company has been applied in various aspects of legal relations[31], such as: contract, property, tort, taxation, labour, as well as criminal liability. In Lee v. Lee Air farming Ltd[32], a man who was the controlling shareholder and governing Director of the company he formed, was also employed by the company as its chief pilot. The company had an insurance cover against liability to pay compensation in the event of an accident. The man was later killed in an accident while flying an airplane belonging to the company, and the plaintiff, his wife claimed compensation. The Privy Council, while upholding the plaintiff’s claims, held that the deceased and the company had separate legal personality, and that the deceased could, as the company’s representative enter into a contract on behalf of the company and himself as a pilot.
MAIN CONSEQUENCES OF COMPANIES' CORPORATE PERSONALITY
(i) Companies can sue and be sued in their own name
(ii) Companies enjoy perpetual succession
(iii) Companies can hold property and members have no proprietary interest in the company’s property: Macaura v. Northern Assurance Co Ltd[33] "Shareholders are not, in the eyes of the law, part owners of the undertaking. The undertaking is something different from the totality of the shareholding."
Per Browne-Wilkinson[34] "If people choose to conduct their affairs through the medium of corporations, they are taking advantage of the fact that in law those corporations are separate legal entities, whose property and actions are in law not the property or actions of their incorporators or controlling shareholders. In my judgment controlling shareholders cannot, for all purposes beneficial to them, insist on the separate identity of such corporations but then be heard to say the contrary when discovery is sought against such corporations."
PRACTICAL RELEVANCE OF THE SEPARATE LEGAL PERSONALITY RULE:
- Protection of creditors, including members who are secured creditors, it ensures that the liabilities of individual members are not settled from the company’s capital.
- Ensures business convenience for creditors in realizing their credits – creditors need not bother about the shareholders, their whereabouts and financial ability, as the company has separate and identifiable capital to secure their credit.
- Enhance proper management and growth of corporate body in line with the advantage of perpetual succession.
- Safeguards the company’s assets and funds
- It is commercial necessity as it affords opportunity for the proprietors to take advantage of incorporation.
CONCLUSION
In conclusion, the resulting effect of separate legal personality is that the company acquires legal personality from the moment of the fulfillment of all formalities established by law. Thus according to the law it carries out acts of individuals and legal trade that can be associated with natural persons. At that the company attains in law the elements of stand-alone-organization and for a specific purpose. These elements highlight the legal personality of companies, their personality gives them the capacity to have rights and obligations.
By acquiring legal personality, trading company has a will of its own individual wills, a capacity that allows it to acquire rights and assume obligations and the right to sue in court with the quality of plaintiffs or defendants. The company has a certain status which includes elements of identification of the subject as; company, establishment, and nationality. These elements are different from the identification of shareholders. The company can therefore, has its own company, its headquarters and its nationality without having any necessary connection with the identification of legal person shareholders.
RECOMMENDATIONS
When companies are incorporated, it boosts the confidence of investors and borrowers. As they are less concern about the people rather the company itself. Therefore it is my recommended that government put in place pragmatic and efficient policies and policies implementation that will encourage incorporation of companies to woo more investors.
Its only when companies are incorporated that they can be listed into the stocks exchange market vis-à-vis facilitates easy access to the public funds through the sale of shares. It is my recommendation that businesses should be re-incorporated into company for easy access of public funds.
REFERENCES
Gower and Davies, Principles of Modern Company Law (8th Edition) London Sweet and Maxwell (2008)
J.O Orojo, Company Law and Practice in Nigeria (5th Edition) Lexis Nexis
Companies and Allied Matters Act 2004 (CAMA)
Chrispas Nyombi and David Justin Bakibinga; Corporate Personality: The Unjust Foundation of English Company Law, 2014.
Dr. Kunle Aina: “History of Company law” Company law 1 (NOUN)
http://www.desikanoon.co.in/2014/05/jurisprudence-notes-theories-of.html
http://martinslibrary.blogspot.com.ng/2015/03/concept-of-separate-legal-personality.html
https://www.jstor.org/stable/1324056?seq=2#page_scan_tab_contents
[1] R.B. Ekelund, Jr., et al. (1996). Sacred Trust: The Medieval Church as an Economic Firm.
New York: Oxford University Press
[2] Sang-Won.(2001) “The Old Testament Conception of “Corporate Personality”. Corporate Elements
in Pauline Anthropology. Fort Worth, TX: Pontificium Institutum Biblicum. p. 75
[3] Partnerships continue to have a constitution (deed of partnership). On the limitations of transferable shares see P. Margaret and D. Reiffen, (1990), “The Effect of the Bubble Act on the Market for Joint Stock Shares”,The Journal of
Economic History, 50(1):163-171
[4] S. Williston, (1888). ”History of the Law of Business Corporations before 1800”, Harvard Law Review, II: 114
[5] The Joint Stock Companies Act 1844 (7 and 8 Vict.c.110); see Committee on Joint Stock Companies (1844). “Report of Select Committee to inquire into the State of the Laws respecting Joint Stock Companies”, British Parliamentary Papers, VII
[6] W. Carney, (1995). Limited Liability Companies: Origins and Antecedents, University of Colorado Law Review, 66 pp. 855-880; C. Amsler, et al. (1981). “Thoughts of some British Economists on Early Limited Liability and Corporate Legislation”, History of Political Economy, 13(4): 774-93.
[7] The Limited Liability Act 1855 (18 and 19 Vict c 133)
[8] (1897) A.C. 22 HL
[9] Salomon v. Salomon & Co., Ltd. (1897) A.C. 22 HL
[10] Blumberg Phillip, "The Corporate Personality in American Law: A Summary Review" (1990). Faculty Articles and Papers. 197. http://digitalcommons.uconn.edu/law_papers/197
[11] Supra
[12] E.Coke; First part of the institute of the law of England or a commentary on Littleton 6, 412 (1628)
[13] Trustees of Dartmouth College v. Woodward, 17, U.S. (4 Wheat) 518, 636 (1818)
[14] 13 F. 722, 744 (C.C.D. Cal. 1882) and San Mateo County v. Southern Pac. R.R., 116 U.S. 138 (1885).
[15] New York enacted the first general incorporation statute as early as 1811; this was the first in the world. N.Y Act of Mar. 22, 1811, ch. 67.
[16] W. Hurst; The legitimacy of the Business Corporation 37 (1970).
[17] Teubner, "Enterprise Corporatism: New Industrial Policy and the 'Essence' of the Legal Person," 36 Am. J. Comp. L. 130, 130-33, 138 (1988).
[18] L. Kalman, Legal Realism at Yale, 1927-60 ch. 1 (1986).
[19] Tanaka, J., dissenting in Barcelona Traction, Light & Power Co., (1970) I.C.J. 3, 131-32.
[20] Blumberg, "Limited Liability and Corporate Groups," 11 J. Corp. L. 573, 577 et seq. (1986).
[21] Supra
[22] (1879)A.C. 22 HL.
[23] Company and Allied Act, Cap C20 LFN 2004
[24] Gower and Davies; Principles of Modern Company Law, 8 Edition Sweet and Maxwell- South Aisan Edition
[25] Nelson C.O. Ogbuanya; Essentials of Corporate Law Practice in Nigeria, Revised Edition 2010, Novena Publishers Limited, Lagos Nigeria.
[26] (2001) 3 NWLR (Pt. 699) CA 114. See also Daniels v. Insight Engineering Co. Ltd (2002) 10 NWLR (Pt. 775) 231 @ 248, Attorney General v. Amalgamated Press of Nigeria Ltd (1956-57) 2 ERLR 12, Marine Nominees v. FBIR (1986) 2 NWLR 48
[27] Section 63(1) CAMA; “A Company shall act through its members in General meeting or its board of directors or through officers or agents, appointed by, or under authority derived from, the members in general meeting or the board of Directors.”
[28] (2004) 3 NWLR (Pt. 859) SC 87.
[29] (2000) 2 NWLR (Pt. 643). However, First Bank Nig Plc v. Ecel Plastic Industry Ltd (2003) 13 NWLR (Pt. 837) 412 at 459-461, Para. G-A it was held that the fact that a person is an Agent and is known to be so does not of itself necessarily prevent his incurring personal liability. Whether he does so is to be determined by the nature and terms of the contract and the surrounding circumstances.
[30] (2010) 19 NWLR (Pt. 1226) 111.
[31] Daniels v. Insight Engineering Co. Ltd (2002) 10 NWLR (Pt. 775) 231 @n248; Lee v. Lee Airfarming Ltd (1961) AC 12
[32] Supra.
[33] (1925) AC 619
[34] Tate Access Floors Inc v. Boswell (1991) Ch 512 at 531
