Longe v. First Bank of Nigeria PLC (2010) 6 NWLR (Pt. 1189) 1 S.C.: An Ethical Twist by Misthura Otubu

ABSTRACT

Indeed, there exists an elementary principle under the Nigerian Company Law to the effect that failure to give notice of Director’s meeting to a director would invalidate such meeting. This simple proclamation as succinctly averred in Section 266(1) of the Companies and Allied Matters Act 1990 CAP C20, LFN 2004 (hereinafter referred to as CAMA) provides that;

Every director shall be entitled to receive notice of the director’s meetings, the notice shall be given in writing before the expiration of fourteen days1, and failure to comply with the provision shall invalidate such meeting.2

A plethora of issues make the landmark case of Bernard Ojeifor Longe v. First Bank of Nigeria3 remarkable. Asides the fact that the respondent company is a private company, (thereby widening the scope of the concept of reinstatement by extending the principles to private establishments), the Supreme Court reiterated the position of law regarding compliance with due process. Thus for instance, where there are set procedures for the removal of a Company Director, they must be strictly adhered to in order to make certain that such removal does not amount to vehement futility.

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