A. G. LEVENTIS & CO. (NIG.) PLC V ALH. MODU

A. G. LEVENTIS & CO. (NIG.) PLC V ALH. MODU


IN THE COURT OF APPEAL
IN THE JOS JUDICIAL DIVISION
HOLDEN AT JOS

ON FRIDAY, 13TH JULY, 2018


Suit No: CA/J/198/2014

CITATION:

Before Their Lordships:

ADZIRA GANA MSHELIA

ADAMU JAURO

UCHECHUKWU ONYEMENAM


BETWEEN

A. G. LEVENTIS & CO. (NIG.) PLC
(APPELLANT)

AND

ALH. BASHIR ALH. MODU
(RESPONDENT)


PRONOUNCEMENT


A. COMPANY LAW
1. Liability of a Company – The representatives of a company that can enter contract on behalf of the company
At what instance will a person hold a company liable on a contract between them and the exceptions thereof

From the above paragraphs, the first mind boggling issue is that the Respondent who by paragraphs 14 and 15 of the Respondent’s pleadings had presumably been dealing with the representatives of the Appellant in Maiduguri for about 29 years was not known to the Appellant’s representatives and had to introduce himself to them as in paragraph 18 of the pleadings. The second dazing issue is that throughout the length and breadth of the Respondent’s statement of claim the name or names of the so-called Appellant’s representative (s) was never mentioned or pleaded. The representatives of the Appellant’s company that the Respondent dealt with and parted his money remained faceless. Then again, the Respondent pleaded that he was issued a receipt acknowledging payment of the N3,200,000.00 (three million two hundred thousand naira) by Quadrangular Consults, on behalf of the Appellant while one Iliyasu Galadima, an Accountant, signed for the Appellant and the seal of the Appellant were affixed. How the Appellant present or make the Respondent believe Quadrangular Consults was its agent was not given in evidence by the Respondent. Who is the accountant that signed for the Appellant, what was his position in the company if a staff. Then again, it is worthy of note that neither lliyasu Galadima or Quadrangular Consults with whom the Respondent transacted was called to testify. All these material facts were left for the court to speculate on. By Section 133 (1) of the Evidence Act, 2011, the onus was on the Respondent to prove that those he bought the Appellant’s land from were its agents. The Respondent was to establish the existence of a representative acting on the authorization of the Appellant to warrant the learned trial Judge to hold as he did and enter Judgment for the Respondent. There is no controversy that the Appellant is a corporate body and in the real sense of it must act through natural persons. Howbeit, such natural persons must be those either authorized by the law or by the articles and memorandum of association of the Appellant to represent it. Fundamentally, whenever the issue of a representative of a company arises or the question as to which human beings one looks up to in order to attribute their actions or thoughts to the company; the directors, managers, the general managers or the managing directors stand as agents or represents the directing mind and will of the company and control what it does. The state of mind of this category of officials is the mind of the company and it is treated by the law as such. Denning L. J. in H.L. Bolton (Engr) Co. Ltd. V. Graham & Sons Ltd (1957) 1 QB 159; NBCI V. Int. Gas (Nig.) Ltd. (1999) 8 NWLR (PT. 613) 119, Osiki V. Int’l Ports Ltd. (2015) LPELR – 24435 (CA). Squarely stated, a company acts through its Managing directors, Directors and other officials. They are the brain, heart and eyes of the company. A suit by and against the company is done or prosecuted or defended by them. Contracts and transactions of the company are entered by them. Their actions and effect of actions against them in the cause of business is an action by and against the company. Skye Bank Plc. V. Tuns Int’l Holdings Ltd (2015) LPELR – 25805 (CA). In the instant case where the identity of the alleged representatives of the Appellant are not known, neither is there anything to show that the only person whose identity was revealed in the whole transaction, Mr. Galadima was a staff of the Appellant let alone a manager or Director; it will not be correct to hold that the Appellant held out such unidentified people as his representatives in the sale of his landed properties to the Respondent. It is my considered view therefore that the learned trial Judge was in error when it held that there was a valid contract because the Appellant acted in the transaction through its representatives. Per ONYEMENAM, JCA. read in context

B. LAND LAW
2. Registrable Instrument – What a registrable instrument is
Meaning of instrument; effect of non registration of a registrable instrument

Section 15 of the Land Registration Law, CAP 77, Laws of Borno State, 1994 provides:

“No instrument shall be pleaded or given in evidence in any Court as affecting any land unless the same shall have been registered in the proper office as specified in Section 3.

“Section 2 of the referred Law, defined “Instrument” as:

“a document affecting land, whereby one party [the grantor], confers, transfers, limits, charges or extinguishes in favor of another party, [grantee], any right of title to or interest in land and includes a certificate of purchase and a power of attorney under which any instrument may be executed, but does not include a will.”

From the foregoing it follows that all documents pertaining or affecting Land, wherein one party purports to confer, transfer or vest title in Land to or on another party, such document must be registered for it to be pleadable and given in evidence. So a document affecting Land can only be pleaded and admissible in evidence in Court, if such document has been registered. This position of the Law has been expounded in a plethora of cases. The apex Court in its decisions has interpreted similar provisions of the provisions of Sections 2 and 15 of the Land Registration Law (supra), and cofirmed that once a document purports to transfer and/or confer interest in land or howsoever described, it becomes an instrument that must be registered. Orianzi V. AG Rivers State & Ors. (2017) LPELR – 41737 (SC); Niger Construction Ltd. V. Ogbimi (2001) 18 NWLR (PT. 744) 83; Ikonne V. Nwa Wachuku (1991) 2 NWLR (PT. 172) 214. Where the document does not confer title to land, it need not be registered. The Supreme Court has also made it clear as in M Nkra V. Zankley (1963) 1 ALL NLR 304; (1963) NSCC (VOL. 3) 243; Per Bairamian, JS , stated that an unregistered deed of conveyance or document transferring interest in land cannot be pleaded nor be given in evidence at trial. See also: Ole V. Ekede (1991) 4 NWLR (PT. 187) 69; Oredola Okeya Trading Co: V. A.G. Kwara State (1992) 7 NWLR (PT. 254) 412. There is no controversy that Exhibit PW1B is a document purporting to convey to the Respondent title in the Appellant’s Land. It is therefore an instrument within the meaning and intendment of the Land Registration Law CAP 77, Laws of Borno State, 1994, and therefore qualifies as a registrable instrument. For it therefore to be pleaded and admitted in evidence in Court it must be registered. Again there is no dispute that Exhibit PW1B was not registered even though it is an instrument affecting Land and therefore registrable. Since the law declared such documents inadmissible when not registered, therefore Exhibit PW1B was unpleadable and inadmissible in evidence. Exhibit PW1B having been wrongly admitted ought to have been expunged from the record at the time of writing judgment by the trial Court or discountenanced with no weight attached to it. Olayinka V. State (2007) 9 NWLR (PT. 1040) 561; Agbi V. Ogbeh (2006) 11 NWLR (PT. 990) 65; Ogidi V. Egba (1999) 9 NWLR (PT. 621) 42.

The trial Court very well appreciated the nature of Exhibit PW1B at page 105 lines 1 – 5 of the record, when it held:

“I am satisfied that even though the document was not registered and was so not admissible in view of the provision of Section 15 of the Land Instrument Registration Law. Cap 77 Laws of Borno State, 1994. It is admissible for the purpose of establishing the transaction between the vendor and the purchaser.”

What the learned trial Judge did was to find a disguise to admit in evidence a document which a statute categorically barred from being pleaded nor admitted in evidence. The trial Court has no powers under our legal jurisprudence even with the consent of parties to admit or act on evidence made inadmissible by the express provision of a statute. Also no Court is allowed to determine an issue on legally inadmissible evidence Usoro V. Gov. Akwa Ibom State (2010) 11 NWLR (PT. 1205) 322; Alao V. Akano (2005) 11 NWLR (PT. 935) 160.

In strong terms in the decision of Nwaogu V. Atuma (2013) 11 NWLR (PT. 1364) 117, the Supreme Court held:
“a document that is inadmissible in law is invalid for all intents and purposes. It cannot form the basis of any competent finding of a Court of record. Where a document is wrongly admitted in evidence by a Court, the same Court has the power and jurisdiction to expunge it at the judgment stage since it can only base its judgment on legally admissible evidence and documents.”

From the foregoing, it remains for me to say that the learned trial Judge was in error when it held and acted on Exhibit PW1B, a document that is statutorily unpleadable and inadmissible. Per ONYEMENAM, JCA. read in context


LEAD JUDGMENT DELIVERED BY ONYEMENAM, JCA


This is an appeal against the decision of the High Court of Borno State in Suit No. M/124/06 delivered by A.Z. Musa, J. on 17th April, 2014 wherein the learned trial Judge granted all the reliefs claimed by the Respondent.

At the trial Court the Respondent had sued the Appellant for declaration that the contract of sale and assignment entered by the Appellant and the Respondent in respect of Plot Nos: 44 and 45 covered by Certificate of Occupancy Nos: YB 5063 and YB 3814 is valid and subsisting, and an order for specific performance. The Appellant, being dissatisfied with the decision of the trial Court granting all the reliefs claimed by the Respondent filed this appeal on 30th April, 2014. The case at the trial Court is that the Appellant is the owner of the two plots of land in dispute covered by Certificate of Occupancy Nos: YB 5063 and YB 3814 and had been in undisputed possession of same. The Respondent claimed to have purchased the said plots from the Appellant through representatives and or agents of the Appellant and was issued a receipt in the name of Quadrangular Consults and a deed of assignment entered into. The receipt and deed of assignment were admitted as Exhibits PW1A and PW1B.

The Appellant denied the Respondent’s claim, stating that it did not sell the land to the Respondent neither did it authorize anybody to represent it in any transaction with the Respondent, and did not enter into any contract or deed of assignment with the Respondent.

The trial Court after hearing the matter in its considered judgment held that the contract of sale and the assignment of the two plots to the Respondent are valid and subsisting and ordered for specific performance.

In this Court after parties had filed and exchanged their briefs in line with the rules of Court, the appeal was heard on 14th May, 2018. On said date N. A. DAMMO Esq. appeared with L. S. NSHEM Esq. for the Appellant. The Respondent was absent although duly served with the hearing notice for the day. Consequent upon due service of hearing notice on the Respondent and the fact that on 26th March, 2018; this Court granted the Appellant leave for the appeal to be heard on the Appellant’s brief alone, the Court granted the Appellant leave to argue his appeal. Mr. Dammo referred to the Court’s Order made on 26th March, 2018; and proceeded to argue his appeal. He adopted and relied on Appellant’s brief filed 2nd September, 2014 and deemed properly filed and served on 1st December, 2016 in urging the Court to allow the appeal.

Mr. Dammo from the four grounds of appeal in the Notice and Grounds of Appeal filed by the Appellant formulated the following 2 issues for the determination of the appeal.

i. “Whether the Lower Court was right when it held that the deed of assignment, exhibit PW1B, is pleadable and admissible in evidence.

ii. Whether the Lower Court was right when it held that there exist a valid and subsisting contract between the Appellant and the Respondent.”

I shall determine the appeal on these two issues.

SUBMISSIONS ON ISSUE 1

“Whether the Lower Court was right when it held that the deed of assignment, exhibit PW1B, is pleadable and admissible in evidence.”

Mr, Dammo referred to the holding of the learned trial Judge that:-

“It is my considered view that exhibit PW1B is admissible evidence to prove the fact that some money exchanged hands between the parties in exhibit PW1B. Also in view of the aforesaid, PW1A and PW1B are admissible in evidence to prove payment money and I so hold.”

The learned counsel observed that Exhibits PW1A and PW1B are receipts purportedly issued to the Respondent by the alleged Appellant’s agent and the deed of assignment purportedly entered into between the Appellant and Respondent respectively. He argued that the two documents affect the land in dispute and formed the basis of the alleged transaction between the Respondent and Appellant, affecting, or in relation to, the land in dispute. He submitted that by the nature of the two documents referred to above they must be registered for them to be pleadable and admissible in evidence. He relied on: Oredola Okeya Trading Co: V. A.G Kwara State & 1 Ors (1992) 7 NWLR PT. 254 P. 412 AT 424 – 428: Ole V. Ekede (1991) 4 NWLR Pt. 187P. 569 at 581-582 and Usman V. Kareem (1992) 2 SCNJ P. 158 at 164; S. 15 of the LANDS REGISTRATION LAW CAP 77, LAW OF BORNO STATE, 1994.

Mr. Dammo invited the Court to page 105 at lines 1 – 4 of the record where the learned trial Judge held that the Exhibit PW1B was not registered and therefore inadmissible in evidence as provided for by S. 15 of the Land Registration Law of Borno State, 1994 CAP 77, to submit that in the face of this finding, he ought to have rejected the document rather than try to distinguish it as he did to enable him admit the document.

The learned counsel urged the Court to hold that Exhibit PW1B, being an unregistered instrument, same was wrongly admitted and relied upon in evidence by the trial Court.

He thereafter urged the Court to resolve this issue in favour of the Appellant and allow the appeal. He further relied on: Akinduro V. Alaya (2007) ALL FWLR PT. 381 V. 1653 at 1666-1667 and Co-Op. Bank Ltd. V. Lawal ( 7) 1 NWLR Pt. 1015. 287 at 291-292.

RESOLUTION OF ISSUE 1

Section 15 of the Land Registration Law, CAP 77, Laws of Borno State, 1994 provides:

“No instrument shall be pleaded or given in evidence in any Court as affecting any land unless the same shall have been registered in the proper office as specified in Section 3.”

Section 2 of the referred Law, defined “Instrument” as:

“a document affecting land, whereby one party [the grantor], confers, transfers, limits, charges or extinguishes in favor of another party, [grantee], any right of title to or interest in land and includes a certificate of purchase and a power of attorney under which any instrument may be executed, but does not include a will.”

From the foregoing it follows that all documents pertaining or affecting Land, wherein one party purports to confer, transfer or vest title in Land to or on another party, such document must be registered for it to be pleadable and given in evidence. So a document affecting Land can only be pleaded and admissible in evidence in Court, if such document has been registered. This position of the Law has been expounded in a plethora of cases. The apex Court in its decisions has interpreted similar provisions of the provisions of Sections 2 and 15 of the Land Registration Law (supra), and confirmed that once a document purports to transfer and/or confer interest in land or howsoever described, it becomes an instrument that must be registered. Orianzi V. Ag Rivers State & Ors. (2017) LPELR – 41737 (SC); Niger Construction Ltd. V. Ogbimi (2001) 18 NWLR (Pt. 744) 83; Ikonne V. Nwachuku (1991) 2 NWLR (Pt. 172) 214. Where the document does not confer title to land, it need not be registered. The Supreme Court has also made it clear as in Amankra V. Zankley (1963) 1 ALL NLR 304; (1963) NSCC (VOL. 3) 243; Per Bairamian, JSC, stated that an unregistered deed of conveyance or document transferring interest in land cannot be pleaded nor be given in evidence at trial. See also: Ole V. EKEDE (1991) 4 NWLR (Pt. 187) 569; Oredola Okeya Trading Co: V. A.G. Kwara State (1992) 7 NWLR (Pt. 254) 412.

There is no controversy that Exhibit PW1B is a document purporting to convey to the Respondent title in the Appellant’s Land. It is therefore an instrument within the meaning and intendment of the Land Registration Law CAP 77, Laws of Borno State, 1994, and therefore qualifies as a registrable instrument. For it therefore to be pleaded and admitted in evidence in Court it must be registered. Again there is no dispute that Exhibit PW1B was not registered even though it is an instrument affecting Land and therefore registrable. Since the law declared such documents inadmissible when not registered, therefore Exhibit PW1B was unpleadable and inadmissible in evidence. Exhibit PW1B having been wrongly admitted ought to have been expunged from the record at the time of writing judgment by the trial Court or discountenanced with no weight attached to it. Olayinka V. State (2007) 9 NWLR (Pt. 1040) 561; Agbi V. Ogbeh (2006) 11 NWLR (Pt. 990) 65; Ogidi V. Egba (1999) 9 NWLR (Pt. 621) 42.

The trial Court very well appreciated the nature of Exhibit PW1B at page 105 lines 1 – 5 of the record, when it held:

“I am satisfied that even though the document was not registered and was so not admissible in view of the provision of Section 15 of the Land Instrument Registration Law. Cap 77 Laws of Borno State, 1994. It is admissible for the purpose of establishing the transaction between the vendor and the purchaser.”

What the learned trial Judge did was to find a disguise to admit in evidence a document which a statute categorically barred from being pleaded nor admitted in evidence. The trial Court has no powers under our legal jurisprudence even with the consent of parties to admit or act on evidence made inadmissible by the express provision of a statute. Also no Court is allowed to determine an issue on legally inadmissible evidence Usoro V. Gov. Akwa Ibom State (2010) 11 NWLR (Pt. 1205) 322; Alao V. Akano (2005) 11 NWLR (Pt. 935) 160.

In strong terms in the decision of Nwaogu V. Atuma (2013) 11 NWLR (PT. 1364) 117, the Supreme Court held:

“a document that is inadmissible in law is invalid for all intents and purposes. It cannot form the basis of any competent finding of a Court of record. Where a document is wrongly admitted in evidence by a Court, the same Court has the power and jurisdiction to expunge it at the judgment stage since it can only base its judgment on legally admissible evidence and documents.”

From the foregoing, it remains for me to say that the learned trial Judge was in error when it held and acted on Exhibit PW1B, a document that is statutorily unpleadable and inadmissible.

I therefore resolve issue 1 in favour of the Appellant.

SUBMISSIONS ON ISSUE 2

“Whether the Lower Court was right when it held that there is a valid and subsisting contract between the Appellant and Respondent.”

Mr. Dammo referred to the learned trial Judge’s holding at page 106 lines 15 to page 107 lines 1 – 5 of the record. He noted the Respondent’s claim at paragraph 32 of the statement of claim at page 14 of the record to contend that all through the Respondent’s statement of claim the name of the alleged Appellant’s representative was never mentioned or pleaded. He referred to paragraphs 17-23 of the statement of claim at pages 12-13 of the record. He also referred to paragraphs 26 and 27 of the statement of claim where the Respondent pleaded that he was issued a receipt acknowledging payment of the N3,200,000.00 (three million two hundred thousand naira) by Quadrangular Consults, on behalf of the Appellant while one Iliyasu Galadima, an Accountant, signed for the Appellant and the seal of the Appellant was affixed. That the Respondent equally tendered Exhibits PW1A and PW1B to show that the Appellant’s representatives issued them to him and signed on behalf of the Appellant. Mr. Dammo therefore submitted that the Respondent had a duty to prove and establish the existence of the Appellant’s representative with whom he dealt with in relation to his claim. He cited: Okukuje V. Akwido (2001) FWLR (Pt. 39) 1487. He argued that the Respondent did not establish the existence of a representative acting on the authorization of the Appellant as to lead the learned trial Judge to hold as he did and enter Judgment for the Respondent. The learned counsel referred the Court to the Appellant’s statement of defence at pages 30-33 of the record wherein he denied the transaction purportedly entered into with the Respondent either directly or through any representative. Mr. Dammo pointed out that Exhibit DW1A which is the Memorandum and Articles of Association of the Appellant was tendered in support of its contention that it only enters into transactions or contracts by and or through its board of directors. He contended that the Appellant led credible evidence on these facts and further went on to state that its office in Maiduguri had been closed since the year 2004.

The learned counsel for the Appellant noted that neither lliyasu Galadima or Quadrangular Consults with whom the Respondent related were called to testify. He therefore urged the Court to hold that the trial Court’s findings at page 106 lines 15 to page 107 lines 1 – 5 of the record are erroneous and occasioned a miscarriage of Justice to the Appellant. He further urged the Court to hold that there was no existing valid contract and to resolve the issue in favour of the Appellant.

RESOLUTION OF ISSUE 2

This issue is an attack on the findings of the trial Court that:

“It is the Law that he who act through somebody acts for himself. The plaintiff entered the contract of sale in the presence of the defendants accountant and the sale price is N3,200,000.00 which was paid to Quadrangular Consultants who presented himself as an agent of the Defendant therefore there is a valid contract.”

The learned trial Judge at page 107 of the record relied on the case of Ogunsusi V. Lukan (Vol. 3.) LLAL 493-494; to hold that the Appellant acted through its officer, agent and counsel; to enter into a valid contract with the Respondent. The basis of the trial Court’s decision flowing from the referred case is that when a person behaves in such a way as to lead another person to believe that he has authorized a third person to act on his behalf and that other in such belief enters into a transaction with the third person within the scope of such ostensible authority, the first mentioned person would be estopped from denying the fact of the third person’s agency.

The Respondent’s case is that he entered into a transaction with the Appellant through the Appellant’s representatives at the Appellant’s office in Maiduguri wherein the land in dispute was allegedly sold to him by the Appellant’s representative at the cost N3,200,000.00 (three million two hundred thousand naira) only, which he paid and was issued a receipt which was admitted in evidence as Exhibit PW1A. The receipt bears the name Quadrangular Consults. The learned counsel for the Appellant’s contention is that there was no time the Appellant behaved in such a way to make the Respondent believe that unnamed persons were his representatives more so as the Appellant is a limited liability company who by its articles and memorandum of association enter into transactions through its board of directors.

The material facts pleaded by the Respondent regarding the contract and the alleged representatives of the Appellant are as found at paragraphs 15 to 27 at pages 12 and 13 of the record. For ease of understanding of the flow of this judgment I shall reproduce the said paragraphs.

PARAGRAPHS:

15. That on the death of the Plaintiffs father the Defendant handed over the management of the said premises to the Plaintiff until December 2005.

16. That in the first week of January 2006 the Plaintiff was informed that the Defendant was planning to dispose away the said premises.

17. That on getting the news of the intended sale of the said premises by the Defendant, the Plaintiff in company of the said Alhaji Grema Mele travelled down to Maiduguri and met the representatives of the Defendant at their Regional office.

18. That the Plaintiff introduced himself to the representatives of the Defendant and informed him of his reason for meeting him.

19. That it was at this meeting that the representatives of the Defendant confirmed to him of the fact that the premises was in the market and showed him some documents from the Defendant’s main office authorizing the sale of the premises.

20. That the representative further informed him that it was the policy of the company to it give priority to their caretakers and they had the first option to buy.

21. That the representative of the Defendant further advised the Plaintiff to go back to his station pending an official valuation of the premises by the company along with other properties of the Defendant located at Gashua and Nguru all in Yobe State.

22. That not quite one week after the valuer and the representative of the Defendant came to Geidam and conducted the valuation of the premises and arrived at N3,125,000.00 (Three Million One Hundred and Twenty Five Thousand Naira).

23. That after the valuation the Plaintiff was requested by the representatives of the Defendant to come to Maiduguri for final agreement.

24. That when the Plaintiff arrived Maiduguri he was informed by the Defendant’s representative that the final purchase price was fixed at N3,200,000.00 (Three Million Two Hundred Thousand Naira)and if that was acceptable to him he could effect payment.

25. That the Plaintiff accepted the offer and effected payment thereby the title, rights, and interest in the properties covered by the said two Certificates of Occupancy were transferred to the Plaintiff for the consideration of the sum of N3,200,000.00 (Three Million and Two Hundred Thousand Naira).

26. The Defendant duly acknowledged the receipt of the said consideration and cash receipt NO. 802655 dated 20/1/06 was issued by QUADRANGULAR consultants on its behalf.

27. The Plaintiff and the Defendant executed Deed of Assignment on 3/2/06, prepared by Premier Chambers Chattered Bank Building, Maiduguri the Plaintiff signed for himself while Illiyasu Galadima Gaji an Accountant signed for the Defendant and its seal was affixed thereto.

From the above paragraphs, the first mind boggling issue is that the Respondent who by paragraphs 14 and 15 of the Respondent’s pleadings had presumably been dealing with the representatives of the Appellant in Maiduguri for about 29 years was not known to the Appellant’s representatives and had to introduce himself to them as in paragraph 18 of the pleadings. The second dazing issue is that throughout the length and breadth of the Respondent’s statement of claim the name or names of the so-called Appellant’s representative (s) was never mentioned or pleaded. The representatives of the Appellant’s company that the Respondent dealt with and parted his money remained faceless. Then again, the Respondent pleaded that he was issued a receipt acknowledging payment of the N3,200,0 . 0 (three million two hundred thousand naira) by Quadrangular Consults, on behalf of the Appellant while one Iliyasu Galadima, an Accountant, signed for the Appellant and the seal of the Appellant were affixed. How the Appellant present or make the Respondent believe Quadrangular Consults was its agent was not given in evidence by the Respondent. Who is the accountant that signed for the Appellant, what was his position in the company if a staff. Then again, It is worthy of note that neither lliyasu Galadima or Quadrangular Consults with whom the Respondent transacted was called to testify. All these material facts were left for the court to speculate on. By Section 133 (1) of the Evidence Act, 2011, the onus was on the Respondent to prove that those he bought the Appellant’s land from were its agents. The Respondent was to establish the existence of a representative acting on the authorization of the Appellant to warrant the learned trial Judge to hold as he did and enter Judgment for the Respondent.

There is no controversy that the Appellant is a corporate body and in the real sense of it must act through natural persons. Howbeit, such natural persons must be those either authorized by the law or by the articles and memorandum of association of the Appellant to represent it. Fundamentally, whenever the issue of a representative of a company arises or the question as to which human beings one looks up to in order to attribute their actions or thoughts to the company; the directors, managers, the general managers or the managing directors stand as agents or represents the directing mind and will of the company and control what it does. The state of mind of this category of officials is the mind of the company and it is treated by the law as such. Denning L. J. in H.L. Bolton (Engr) Co. Ltd. V. Graham & Sons Ltd (1957) 1 QB 159; NBCI V. Int. Gas (Nig.) Ltd. (1999) 8 NWLR (Pt. 613) 119, Osiki V. Int’l Ports Ltd. (2015) LPELR – 24435 (CA). Squarely stated, a company acts through its Managing directors, Directors and other officials. They are the brain, heart and eyes of the company. A suit by and against the company is done or prosecuted or defended by them. Contracts and transactions of the company are entered by them. Their actions and effect of actions against them in the cause of business is an action by and against the company. Skye Bank Plc. V. Tuns Int’l Holdings Ltd (2015) LPELR – 25805 (CA).

In the instant case where the identity of the alleged representatives of the Appellant are not known, neither is there anything to show that the only person whose identity was revealed in the whole transaction, Mr. Galadima was a staff of the Appellant let alone a manager or Director; it will not be correct to hold that the Appellant held out such unidentified people as his representatives in the sale of his landed properties to the Respondent. It is my considered view therefore that the learned trial Judge was in error when it held that there was a valid contract because the Appellant acted in the transaction through its representatives.

I accordingly resolve issue 2 in favour of the Appellant.

Consequently I find merit in Appeal No: CA/J/198/2014; the same succeeds and is allowed. I set aside the judgment of the High Court of Borno State delivered on 17th April, 2014 in SUIT NO: M/126/2016 and in its stead I dismiss the claim of the Respondent/Plaintiff at the trial Court. No order as to cost.

MSHELIA, JCA

I had the advantage of reading in draft the leading Judgment of my learned brother, Onyemenam, J.C.A, just delivered. I completely agree with the reasoning and conclusion arrived thereat that the appeal is meritorious and succeeds. I also allow the appeal and abide by the consequential orders contained in the lead Judgment.

JAURO, JCA

I have read in draft the lead judgment just delivered by my learned brother, UCHECHUKWU ONYEMENAM, JCA. and I agree with the reasonings and conclusion arrived thereat that the appeal has merits and should be allowed.

I adopt the said judgment as mine, in allowing the appeal.

Appeal allowed.

Appearances:

N. A. Dammo Esq. with him, L. S. Nshem Esq. For Appellant(s)

For Respondent(s)