06 May

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Balfour v. Balfour [1919] 2 KB 571: Court of Appeal, England

Balfour v. Balfour [1919] 2 KB 571; Court of Appeal, England Area of Law: Contract: Intention to Create Legal Relations; Domestic Agreements The principle that domestic agreements are presumptively non-binding for want of intention to create legal relations, the doctrine attributed to Balfour v. Balfour in every Nigerian contract textbook, every case note, every law school outline, was articulated by exactly one of the three judges who decided the case. Atkin LJ. The other two, Warrington LJ and Duke LJ, decided on entirely different grounds. They doubted whether Mrs. Balfour had provided any consideration at all. Not intention. Consideration. Two different legal...

05 May

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Central London Property Trust Ltd v High Trees House Ltd KB 130: Obiter That Outlived Its Case

Posted by Kolawole Adebowale

in Case Analysis, Landmark Judgments

The most consequential doctrine in the English law of contract modification was announced by a first-instance judge, in response to a question nobody asked, in a case he decided entirely in favour of the opposing party. That is the doctrinal origin of promissory estoppel, and it tells you almost everything you need to know about how Lord Denning operated. Facts of the Case In 1937, Central London Property Trust Ltd leased a block of flats in Battersea to High Trees House Ltd on a ninety-nine-year lease at £2,500 per year.1 World War II devastated the London rental market. Bombing, evacuation, and displacement...

05 May

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Hadley v Baxendale [1854]: The Rule That Rewards Silence

Posted by Kolawole Adebowale

in Case Analysis, Landmark Judgments, Law of Contract

Hadley & Anor v Baxendale & Ors [1854] EWHC Exch J70, Court of Exchequer (England) Area of Law: Contract Law: Remoteness of Damage, Consequential Loss, Measure of Damages A note for readers new to this case: A miller's crankshaft broke. He hired a carrier to transport it to a manufacturer so a replacement could be made. The carrier delayed delivery by several days. The mill stayed shut longer than it should have. The miller sued for the lost profits. The court said no; the carrier never knew the mill's entire operation depended on that one shaft, so he could not have...

04 May

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Carlill v Carbolic Smoke Ball Co [1893]: The Company That Won by Losing

Posted by Kolawole Adebowale

in Case Analysis, Landmark Judgments, Study Resources

Carlill v Carbolic Smoke Ball Co [1893] 1 QB 256, Court of Appeal (England and Wales) Area of Law: Contract Law — Formation, Unilateral Offer, Acceptance by Performance, Consideration There is something almost comic about the Carbolic Smoke Ball Company. They lost the case. Badly. Unanimously. Three judges, not one dissent, zero sympathy. And yet, within weeks of the Court of Appeal's decision, their managing director Frederick Roe placed a new advertisement in the Illustrated London News, reframed the entire defeat as proof that the product worked, and the company continued trading. The men were rogues — Lindley LJ himself implied...

04 May

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Abacha v. State; 1 One Case, Two Judgments, Three Flawed Charges, and a Billion-Dollar Question Nobody Asked

Posted by Kolawole Adebowale

in Case Analysis, Landmark Judgments

Abacha v. State (2002) 11 NWLR (Pt. 779) 437; (2002) 7 S.C. (Pt. I) 1 — Supreme Court of Nigeria, SC 290/2001 Area of Law: Criminal Procedure: Abuse of Process; Quashing of Criminal Information; Attorney-General's Prosecutorial Powers under Section 211, CFRN 1999 Every existing commentary on this decision covers the same ground: the conflict with Ilori, Belgore JSC's "persecution not prosecution" principle, the court's silence on State v. Ilori, the absence of a discernible standard. Good observations, all of them. But four things sit plainly in the record of this case that every existing commentary walked past without stopping. I intend to stop...

01 May

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Share Capital and Classes of Shares in Nigerian Company Law: Rights, Types, and CAMA 2020 Explained

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law

When an investor in Lagos buys shares in a company listed on the Nigerian Exchange Group, she is not simply handing over money in exchange for a receipt. She is acquiring a chose in action: a bundle of legally enforceable rights and liabilities that attach to her in her capacity as a shareholder, defined by the company's constitution, regulated by CAMA 2020, and enforceable against the company in court. What those rights are, how much liability she bears, how her shares compare to those of other shareholders in the same company, and how the company's share capital is structured and...

01 May

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Company Meetings in Nigeria Under CAMA 2020: AGM, Statutory, EGM, and Resolutions Explained

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law

A company, as an artificial legal person, cannot think, deliberate, or decide on its own. It acts through human agents, its directors in day-to-day management and its members in matters reserved for their collective decision. The vehicle through which members collectively exercise their governance powers is the general meeting. In Nigerian company law, the general meeting is not merely a corporate formality: it is the primary constitutional forum through which the company's ultimate owners, the members, assert control over its direction, ratify major decisions, appoint and remove directors, approve accounts, and exercise the rights that membership of a company confers. The...

01 May

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How to Acquire Membership of a Company in Nigeria and Who Qualifies

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Educational Articles, Exam Preparation, Study Resources

In Nigerian company law, being a shareholder and being a member of a company are not the same thing. A person may hold shares in a company without yet being its member. A member may cease to hold shares and yet remain on the register. The distinction, which Nigerian courts have consistently maintained, is not a technicality. It determines who may vote at general meetings, who may enforce the articles as a statutory contract, who bears liability in a winding up, and whose name appears on the document that constitutes the ultimate proof of membership: the register of members. This article...

01 May

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Articles of Association in Company Law: Functions, Contents, and Effect

Posted by Kolawole Adebowale

in 300 Level, Class Notes, Company Law, Exam Preparation, Study Resources

If the memorandum of association is the company's external face, the articles of association are its internal soul. The memorandum tells the world what the company is called, where it is based, and what it is authorised to do. The articles tell the company itself how to do it: how meetings are called and conducted, how directors are appointed and removed, how shares are transferred, how dividends are declared, and how disputes between members are resolved. Every incorporated company in Nigeria must have articles of association, and the rules they contain govern the day-to-day operational and governance life of the...

01 May

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Keir v Leeman (1846) 9 QB 371: When an Agreement to Drop Charges Becomes Illegal

Posted by Kolawole Adebowale

in 200 Level, Case Analysis, Educational Articles, Landmark Judgments, Law of Contract

Suppose a creditor has secured a judgment against a debtor, and in the process of enforcing it, the debtor's associates commit riot and attack a police officer. The creditor lays criminal charges. A third party then offers to pay the outstanding debt if the creditor drops the prosecution. The creditor agrees, abandons the charges, and the third party refuses to pay. Can the creditor sue to recover? That is precisely the question resolved in Keir v Leeman (1846) 9 QB 371. The answer was no. The Keir v Leeman agreement to stifle prosecution was held void as contrary to public policy,...

Balfour v. Balfour [1919] 2 KB 571: Court of Appeal, England

Central London Property Trust Ltd v High Trees House Ltd KB 130: Obiter That Outlived Its Case

Hadley v Baxendale [1854]: The Rule That Rewards Silence

Carlill v Carbolic Smoke Ball Co [1893]: The Company That Won by Losing

Abacha v. State; 1 One Case, Two Judgments, Three Flawed Charges, and a Billion-Dollar Question Nobody Asked

Share Capital and Classes of Shares in Nigerian Company Law: Rights, Types, and CAMA 2020 Explained

Company Meetings in Nigeria Under CAMA 2020: AGM, Statutory, EGM, and Resolutions Explained

How to Acquire Membership of a Company in Nigeria and Who Qualifies

Articles of Association in Company Law: Functions, Contents, and Effect

Keir v Leeman (1846) 9 QB 371: When an Agreement to Drop Charges Becomes Illegal

Remedies for Trademark Infringement in Nigeria: Injunctions, Damages and Criminal Liability

Passing Off in Nigeria: The Unregistered Mark’s Protection and the Jurisdiction Controversy

Trademark Infringement in Nigeria: How Courts Assess Confusion, Similarity and Counterfeiting

How to Register a Trademark in Nigeria: Parts A and B of the Register

POLITICAL DEFECTION AND CONSTITUTIONAL VACUUM-IN1 NIGERIA: A CRITIQUE OF THE UNEQUAL CONSEQUENCES FOR LEGISLATORS AND EXECUTIVE OFFICE HOLDERS

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