Life Chairman of the Board of Directors or Managing Director? Give it a second thought!

 The decision in U.O.O. NIG PLC V. OKAFOR & ORS (2020) LPELR - 49570 (SC) has handed down another perspective to the way we see corporate governance. Just about a day before, a colleague had hinted on why not have a life managing director of a company, it protects the those with high stakes in the company and prevents future mishaps that could arise in corporate governance. 

Well, that was what happened in the case, the Articles of Association made provisions for it, giving a life position to the Managing Director of the company. Unfortunately, that choice of having it in the Articles of Association of the Company could not save the position. As held by the Supreme Court, only 'Director for Life' is allowed, who can still be removed from office. The Supreme Court concluded in the following words:

"It needs be stated that any clause in the Memorandum and Articles of Association which purported to make a person a Managing Director for Life or Board Chairman for Life contrary to the express provisions of the law, is an illegal contract and therefore unenforceable. Such clause is ab initio illegal and does not require a formal amendment to deprive it of the force of law. The court does not enforce an illegal contract and one cannot place something upon nothing or rely on an illegality"

It needs be stated therefore that the position of the law is quite clear. Do you have such provisions in your Articles of Association? What's the way out? 

NOTES ON REMOTE COURT HEARINGS, PRACTICE DIRECTIONS AND GUIDELINES

All practice Directions mentioned in the post can be downloaded at the end of the post. Please all opinions are those of the writer of the post

Welcome to my new post. The COVID-19 pandemic has literally affected every part of our lives and the Courts and access to justice is not spared. There are quite a lot of literature online on the next thing to happen with law practice, particularly litigation. Access to court as guaranteed by Section 6 of the Constitution has been hit with a challenge – the pandemic and the antecedent lockdown of courts and public gatherings. The use of the word ‘public’ in my last sentence has a sort of tone to denote physical presence, and would fall right in place with those who believe virtual proceedings cannot be situated in Section 36 (3) of the Constitution. They therefore call for an amendment before we go on. Afterall, cases like ALIMI & ORS v. KOSEBINU & ORS (2016) LPELR-42557(SC) among other cases of such nature have shown us the bitter part of it.

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Must hearing notices be served on each date of adjournment?

It is perhaps one of the core aspects of litigation for hearing notices to be served on the other party. It is indeed rooted in the principle of fair hearing which is the guaranteed under the Constitution of the Federal Republic of Nigeria, 1999 ( as amended). The plaintiff / claimant / Appellant / Applicant who is to move the court may however be faced with situations where non-service of hearing notices would stall the proceedings.

oniguguru.com: A Few Burning Questions on Enforcement of Fundamen...

oniguguru.com: A Few Burning Questions on Enforcement of Fundamen...: Just like previous posts, I don't intend to bore the reader. Just straightforward discourse. We are all aware that with the amendme...

A Few Burning Questions on Enforcement of Fundamental Rights in National Industrial Court

Just like previous posts, I don't intend to bore the reader. Just straightforward discourse. We are all aware that with the amendments to the Constitution, the National Industrial Court (NIC) has now been upgraded to a Superior Court of Record. The implication of this upgrade is to 'move' all labour - related complaints to this special court. The Constitution therefore donates exclusive jurisdiction to the NIC in that regard under Section 254(C). Important to this post however is Section 254 (C) (d) which provides as follows;

Judges? Third Person Pronoun?

"I noted earlier in the judgement that learned Counsel for the appellant referred to the learned Justice of the Court below who wrote the leading judgment in the third person pronoun. This is unacceptable. It violates the ethics of the noble profession. It is contemptuous.On no account should a judicial officer be addressed or referred by pronouns." Per NGWUTA, J.S.C. (Pp. 18-19, Paras. F-A) OBASANJO EGHAREVBA v. THE STATE (2016) LPELR-40029(SC)