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PROMOTERS AND PREINCORPORATION CONTRACTS

PROMOTERS            Prior to the decision in Twycross v Grant, there was no precise definition of the term “promoters”. The reasoning was that adopting a precise definition could make the company susceptible to fraud and this could leave adverse effect on so many people. However, in Twycross v Grant an attempt was made to give a precise definition. Cockburn CJ described a promoter as one who undertakes to form a company with reference to a given project and to set it going, and who takes the necessary steps to accomplish that purpose. However, the term promoter does not include those who act merely in professional capacity acting on the instructions of a promoter for example a solicitor or an accountant. In this case, it is obvious that Candy and Caramel are promoters by setting up the business and entering into pre-incorporation contract.

THE CONCEPTS OF CORPORATE PERSONALITY, LIMITED LIABILITY AND LIFTING THE VEILS OF INCORPORATIONS.

CORPORATE PERSONALITY vs LIMITED LIABILITY PRINCIPLE
Corporate personality refers to the fact that as far as the law is concerned a company personality really exists apart and different from its owners. Hence, the company is capable of enjoying rights and of being subject to duties which are not the same as those enjoyed by its members. In Karubo v Zach-Motison, the court held that an incorporated company is a different legal entity from the management of the company but recognized that a company vested with juristic personality lacks the natural or physical capacity to function as a human being, those who work in it do all things for and on behalf of the company.

COMPANIES

A company is a group of persons (2 or more) who have been incorporated to function as a company. Essentially, a company is a vehicle of commerce, that is, the purpose of a company is for business and commerce.
Any two or more persons may seek to be incorporated as a company- Section18 of the CAMA. Any partnership exceeding 20 members must be registered as a company- Section 19 of CAMA. When two or more persons are incorporated as a company, the surname and forenames of the partners are usually not the true name of the company. Where this is the case (i.e. the names of the partners differ from that of the company) then the name of the company must be registered.

FORMS OF BUSINESS ASSOCIATIONS

Sole Trading/Proprietorship:
A form of business in which one person owns all the assets of the business and is liable for all the debts of the business. the business is tied to the owner's life and personality such that his death means the death of the business. A sole trader/proprietor is generally not required to register his business at the public registry. A sole trader must be distinguished from a sole proprietor. If X owns a single shop at the front of her house which she runs herself, she is a sole trader. If on the other hand, she owns five shops at different spots in Lagos with workers positioned at the respective shops, she is a sole proprietor.

HISTORY OF (NIGERIAN) COMPANY LAW

Corporate evolution in terms of associations of persons united for a common purpose began in the Church of England. Monasteries and the Church were the earliest forms of corporations known to Englishmen. These ecclesiastical bodies procured (royal) charter from the crown as ‘Corporation sole’ for the propagation of their objects. This idea was translated into two notable directions- in the administration of civil society and in propagation of private commerce.

HOW TO TRACE A MISSING OR STOLEN PHONE

If you lose your mobile phone, you can trace it without going to the police. Most of us always fear that our phones may be stolen at any time.
     Each phone carries a unique IMEI no. i.e. International Mobile Equipment Identity No which can be used to track it anywhere in the world.

PERFORMANCE BONDS AND LETTERS OF CREDIT (by VITE SOLUTIONS)

PERFORMANCE BONDS This is a financial undertaking that the contract owner would perform the contract agreement. In Edward Owen Engineering Ltd v Barclays Bank International Limited, the court noted that it guarantees and ensures performance under the sale contract. It is usually important in multi-billion naira contracts. Where a party wants to hire a contractor but fears that the contractor may abscond or not fully perform. Performance Bond entails “A” (usually a bank or other financial institution) telling “B” to award the contract to “C” (together with the money) on the assurance that if “C” does not perform, B can hold A responsible. This is a contract guaranteeing that C would perform the contract. That the contractor would perform the contract and in the event of non-performance, the guarantor would repay. Most guarantors usually get a percentage of the contract price which would be their commission. In practice, A (guarantor) usually collects a collateral from C (contractor). If …

ELECTRONIC BOL (by VITE SOLUTIONS)

The world has advanced. The EBOL can be regarded as a soft copy BOL. The CMI rules on Electronic BOL have made this a reality. Furthermore, various sections of the Evidence Act 2011 admit electronic evidence.

THE DANGERS OF DRUG ABUSE

A drug is a combination of medical chemicals or substances formulated and prepared by chemists and pharmacists for the treatment or cure of different illnesses under the recommendation and supervision of medical doctors. Drugs are many, diverse in their simplicity and strength. There are drugs that people can walk into a drugs store (chemist's) and buy for use when attacked by minor illnesses. The commonest of these drugs are the analgesics-Panadol, Aspirin, Phensic and others like cough syrup, Vitamin C and so on and so forth. But antibiotic capsules, poisons, tranquilizers, Indian hemp, cocaine, heroin and many more are not supposed to be taken without a doctor's prescription or in his absence a pharmacist's recommendation. 

DUTIES AND EXCLUSIONS (by VITE SOLUTIONS)

It is important to note that most of these conditions are also applicable for sea charter parties.The duties imposed on the ship-owners will now be discussed. First, is the duty to provide a seaworthy ship which is fit for the voyage to be undertaken. In The Amstelslotwhere the vessel broke down due to gear failure, the court held that the ship owner was negligent. 
In The Muncaster Castle cases of tinned ox tongues were shipped under bills of lading from Sydney to London. On discharge, the cases were found to be damaged by sea water. It was found that defective storm valve covers had let the sea-water enter into the hold. The ship owner argued that he employed reputable ship repairers to inspect and maintain the ship. Therefore the repairers should be held liable since they were independent contractors. Nevertheless, the court held him liable for his failure to exercise due diligence. 
Additionally, the court in The Thorsa, noted that the vessel must be capable of carrying the particul…

SUBSTANDARD EXPRESSIONS (by ABEL OLANIYI)

These are expressions which are not considered detailed or explanatory enough to be called standard expressions. it is noteworthy to state that most substandard expressions are only substandard in the grammatical context, but may be correct in their sentences construction.Now let's consider the following:

I hope the taps in your house are running (Incorrect)
I hope there is water running in your taps (Correct)

We will fight them one by one (Incorrect)
We will fight them one after the other (Correct)

Please dress for me to sit down (Incorrect)
Please shift or create a space for me to sit (Correct)

THE SUBJUNCTIVES (by ABEL OLANIYI)

The subjunctive is the form of a verb that expresses wishes, possibilities or uncertainties. The subjunctive forms are: 
i. I wish
ii. If only 
iii. As if
iv. Supposing
v. I would rather 
vi. It's high time

     The time being referred to, must be ascertained when any of these subjunctive forms are used because the tense of the verb to be used are determined by the time. 

THE BILL OF LADING (by VITE SOLUTIONS)

This a legal document detailing the type, quantity and destination of goods. “A vital document evidencing the contract of shipment”-Crooks v Allan. Usually written although the court in The Ardennes, noted that oral evidence can be adduced to prove shipment. Note however that oral contracts between the parties are not enforceable against third parties. See Leduc v Ward.
     The BOL is usually issued in (3-6) duplicates. All deemed to be the original.

BEFORE YOU ARE HERE, CHILD (JOSHUA OMENGA)

O child whose presence the earth has not yet known, I think of you in my delirious moments, in that world where like you existence has no hold on me. 
     It is not fantasy but a vision, a pre-experience, a feel of the future, our future, in which we shall be lost in the euphoria of each other's presence, of our souls' union, our transcendent expectations... 

HOMONYMS AND SPELLINGS (by ABEL OLANIYI)

Homonyms (or Homophones) are words, which sound alike but have different meanings. Spellings are very important in the use of English and English language essays. They determine to a great extent, the performance of students regardless their ability to present strong point or analysis of the subject matter. 
     Below are the correct usage of homonyms and the correct spelling guide.

Job's mum did not attend the funeral rights (Incorrect)
Job's mum did not attend the funeral rites (Correct)

It is difficult to access the seriousness of the students (Incorrect)
It is difficult to assess the seriousness of the students (Correct)

I am sure my son will win the price (Incorrect)
I am sure my son will win the prize (Correct)