CASE DIGEST - COMPANY LAW: COMPANY REGISTRATION; THE ONLY WAY TO PROVE A COMPANY'S EXISTENCE IS BY A CERTIFICATE OF INCORPORATION

A. DIKKO AND SONS LTD. v. CORPORATE AFFAIRS COMMISSION

SUPREME COURT

(ARIWOOLA; AUGIE; ABBA-AJI; GARBA; JAURO, JJ.SC)

A. Dikko and Sons Ltd. (the Appellant) was registered on 4/9/2008 as a private limited liability company by Corporate Affairs Commission (the Respondent), with registration No. 771050. The Respondent subsequently and in negligence, registered another company called A. Dikko and Sons Nigeria Limited on 17/12/2008 with registration No. 791987. Thereafter, cheques meant for the Appellant were lodged into an account with a commercial bank by the person who promoted the company called A. Dikko and Sons Nigeria Limited, who later withdrew and made away with the money. The Appellant sued the Respondent for negligence in registering the second company similar in name to its company and alleged that the negligence of the Respondent led to suffering through the losses it incurred. The Appellant lost the case at the trial court on the ground that it did not produce the certificate of incorporation of the 2nd company to entitle it to damages. Aggrieved with the decision of the trial Court, the Appellant appealed to the Court of Appeal (lower Court) but lost also on appeal at the lower court.