"In the instant case, the Appellant, a juristic person, who in law has a distinct mind of its own, cannot be heard to complain having not been compelled to enter into the contract of guarantee. It is certainly not the complaint of the Appellant that it lacks the capacity to enter into the contract rather the Appellant seeks to abdicate the responsibility owed to the Respondent in respect of the contract of guarantee. This Court will clearly not lend its hand to such act; the Appellant will not be allowed to contend that the guarantee backing this act is illegal thus reneging from the contract. Ipso facto, it does not lie in the mouth of the Appellant to raise the issue of estoppel having regard to the instant case.

See MAIYEGUN & ORS v. LAGOS STATE & ORS (2010) LPELR-4459 (CA) where BODE RHODES-VIVOUR, JCA (as he then was) at pages 18-19, paras. F-G held thus: "Estoppel may be described as a rule by which a party will not be allowed to plead the opposite of a fact which he formerly asserted by words and conduct. That is to say a party shall not be allowed to say one thing at one time and the opposite of it at another time. The rule of estoppel is based on equity and good conscience." The Appellant's complaint here has nothing to do with its outstanding obligation owed by it to the Respondent; the issue as to non-compliance with Section 270 does not have any bearing on the substance of the contract of guarantee, in so far as it affects the interest of the Respondent; it is an internal affair of the Appellant to which the Respondent is not party to. Section 270 is predicated on the nature of fiduciary duty imposed on a director to the company. See Section 279 of C.A.M.A. which clearly states: "A director of a company stands in a fiduciary relationship towards the company and shall observe the utmost good faith towards the company in any transaction with it or on its behalf." In this case, a BANK GUARANTEE issued to the RESPONDENT BANK on 19th February, 2007 and the Appellant deposited a deed of conveyance in respect of the Appellant's property to the Respondent. See FAIRLINE PHARMACEUTICALS IND. LTD. & ANOR v. TRUST ADJUSTERS (2012) LPELR-20860 (CA). I am therefore in agreement with the findings and conclusions of the learned judge at page 457 of the records of appeal that: "It is the highest degree of dishonesty for a party who has knowledge or who is presumed to have knowledge of the existence of an illegality in a transaction to enter into the transaction, draw benefit therefrom and then turn back to condemn such transaction and label it as illegal and illegality as a defence. Equity shall not condone that as one cannot approbate and reprobate it as both morally and legally despicable." The above finding and conclusion is in my modest view, unassailable."

Per OBASEKI-ADEJUMO, J.C.A. IN DAILY TIMES v. SKYE BANK CITATION: (2017) LPELR-43539(CA)