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The Relevance Of Signed Documents In Contractual Agreements.

By F. C. Robinson.

ABSTRACT.

When persons go into contracts agreements, more often than not they frank and execute such agreements without knowing the relevance and legal implications of affixing their signatures on the contractual documents, this essay solved the above issue by giving a detailed overview of the relevance of signed documents in contractual agreements.

This essay gave an in depth and detailed analysis of the Relevance of signed documents in contractual agreements by discussing extensively the above subject matter.

This essay  also gave answers to other related relevant questions like; what is a contractual agreement, what makes up a contractual agreement, what can pass as a signature on a document, what are the effects of leaving a contractual agreement unsigned, what is the fate of a party who affixes his signature on a document he didn’t intend to, and the exceptions to the rule on signed and unsigned documents.

This essay ultimately concluded by admonishing parties to every contractual agreement to take all reasonable steps in ensuring that contract documents are signed and executed.

INTRODUCTION.

 The execution of legal documents is very imperative and cardinal to every contractual document that the seeks to be enforceable in a court of law, as the court considers  an unsigned document inadmissible in court and also a worthless piece of paper as was expressed by the court in G.S.&D. IND. LTD V N.A.F.D.A.C, it’s also a truism that no one goes into a contract or a legal agreement without the underlying purpose of making such contract or legal agreement enforceable or wants  their contractual agreement or document treated and or addressed by the court as a worthless piece of a paper, hence the importance of signing and executing contractual agreements cannot be overemphasized and overstated.

Contractual Agreements

A contractual agreement herein also referred to as a contract was aptly and concisely defined by the court In OMOYINMI V.OGUNSIJI & ANOR. The court adopted the definition of a contract in the Black law dictionary. It stated thus, “I will adopt the apt definition of contract by the learned author of Black’s Law Dictionary 8th Edition at page 341 and quote: “An agreement between two or more parties creating obligations that are enforceable or otherwise recognizable at law.

Elements of Contractual Agreements.

The court has in a plethora of cases like ORIENT BANK OF NIGERIA PLC V. BILANTE INTERNATIONAL LIMITED and many others recognized five vital elements of a contractual agreement. These  five elements must coexist at the same time in one agreement to be a valid contract. They include;

Offer: This means to request for another party to enter a contract.

Acceptance: This means to assent to the request to enter into a contract.

Consideration: This can be described as the price or value given or detriment suffered by the party to a contract in exchange for the benefits of the contractual agreement. Consideration has been defined in the case CURRIE V. MISA

Intention to create legal relations: This connotes the desire by the parties to be legally bound. In essence, it portrays the desire of the parties for the court to have jurisdiction over any dispute arising from the contract.

Capacity to contract: This involves the capability of the party in question to enter into a contract. In law, infants, drunks, and persons of unsound mind cannot generally enter into a valid contract. They need to fulfill special requirements to be able to enter into a valid contract.

Signed Document.

A signed document is a document upon which a signature is affixed portraying authenticity. Where the document is contractual, it can be called an executed document.

Relevance of Signing a Contractual Document.

These are the importance of appending a  signature on a contractual document;

1. It portrays consent: It indicates that the party who signs has read, understood, and consents to the content of the contractual document. Thus it is advised that one must read the contractual agreement thoroughly before appending a signature. If an illiterate or blind person is to sign a document, an illiterate or blind Jurat is to be inserted. For Lagos State, it will be attested to by a Magistrate, Notary Public, or a Commissioner for Oath
2. It binds the parties: It makes the parties who sign to be bound by the agreement whether or not they have read it. This was held in the case of MOBIL PRODUCING (NIG) UNLIMITED V. UMENWEKE.
3. It conveys identity: The signature affixed is used to identify the parties who enter into the contractual agreement. SECTION 83(4) OF THE EVIDENCE ACT 2011 provides that the statement in a document shall not be deemed to have been made by him unless it was signed, written, or initialed by him.
4. Privity: Only a person who signed a document can enforce the benefits created in it. A legal document cannot be enforced against the person who did not sign the document as such person is deemed not to be a party to it.—TWEDDLE v.ATKINSON, LEWIS v. UBA

What Amounts to a Signature?

A signature is arguably the most important part of a contract. It used to only mean a stylistic representation of one’s name or initials. Merriam-Webster’s dictionary defines a signature as “the act of signing one’s name to something” and “the name of a person written with his or her own hand. SECTION 93(1) OF THE EVIDENCE ACT 2011 provides that a document is deemed to be signed by the person’s handwriting, signature, or initials, even a thumbprint would suffice.

This means of signing a contractual agreement had sufficed for years and has proven its relevance. However, in times like this where individuals enter a cross-continental agreement and it is impracticable for parities to physically meet to sign contractual agreements, especially after the outbreak of the coronavirus pandemic that led to the total lockdown of countries worldwide. There was a total restriction of movement within a country also, technology has once again come to the rescue. The use of digital and electronic signatures gained popularity.

An electronic signature simply means a signature generated through an electric means. It can be a symbol or a security procedure evidencing a signatory identity such as a scanned image of a handwritten signature, a biometric hand signature, a typed name at the end of an email/CV, a click to indicate consent online, as long as it creates an intention to enter legal relations and be bound by it. It has been recognized by our domestic laws;

• The NIGERIAN EVIDENCE ACT 2011 recognizes the use of electronic signatures. SECTION 93(2) AND (3) thereof recognizes e-signatures and provides that where a rule of evidence requires a signature or provides for certain consequences if a document is not signed, then an electronic signature is permissible. However, the party relying on the e-signature must authenticate or prove that a procedure exists to verify that the electronic record is that of the person.
• SECTION 101 OF COMPANIES AND ALLIED MATTERS ACT (CAMA) 2020 has now introduced e-signature in corporate transactions and filings. It provides that documents requiring authentication by a company can now be signed electronically by a director, secretary, or other authorized officers of the company and need not be signed as a deed. Also, partly due to the physically distant COVID-19 situation, the Corporate Affairs Commission (CAC) now accepts e-signature in the registration and incorporation of business entities, as handwritten signatures are now uploaded through the Company Registration Portal (CRP) during registration.

This is in contrast with the previous Companies and Allied Matters Act (CAMA) 1990 which did not provide for the use of e-signature, hence, during registration, the necessary registration forms were printed for proprietors/shareholders to affix their handwritten signature, and then the form is scanned and uploaded to the CRP. 

• SECTION 17 OF CYBERCRIMES (PROHIBITION AND PREVENTION) ACT, 2015 also recognizes the use of electronic signatures in Nigeria, they are court-admissible & safe for general business use such as the purchase of goods & any other business transaction, including, employment contracts, NDA, Privacy Notices, commercial agreements, consumer agreements, shall be binding. However, the Act provides exceptions to certain transactions that e-signatures are not allowed, such as wills, codicils, and other testamentary documents; death and birth certificates, and matters of family law such as divorce, adoption; Issuance of Court orders; legal requirements in affixing a signature, etc.

Plea of Non Est Factum.

Non-est factum means “not my deed”. The principle was developed to mitigate the harshness of the common law principle that a party is bound by his signature to the content of a document whether he understood it or not. This common law principle is portrayed in L’ESTRANGE V. GRAUCOBS where the plaintiff was held bound by his signature even though the item he contracted to buy was faulty. The court held that the plaintiff could not have the contract canceled since he had already appended his signature to the document.

Where a plea of non-est factum succeeds, even though it is glaring that the party’s signature is on the contractual document(s), he may be free from all duty and obligation that should have been a consequence of appending his signature. The party must therefore prove that his signature got appended on the document as a result of fraud, misrepresentation, duress, or undue influence. 

Before a plea of non-est factum can be entertained the party must prove that he misunderstood the character, class, or content of the document and must also prove that he was not negligent in signing the document. In THOUROUGHOOD’S CASE, Thouroughoood wanted to relieve his tenant who owed him arrears rent of his debt, and a document was created for that purpose, so he thought. Unknowing to him his tenant had prepared a document for the transfer of property. Thouroughood who was an illiterate had asked that the content of the document be explained to him before he signed was misrepresented. Subsequently, the tenant sold the property. The court held that the principle of non-est factum applied as Mr. Thouroughoood took all the necessary steps and was not negligent. Also, the character of the signed document and that which Mr. Thouroughoood intended to sign were fundamentally different.

Unsigned Document

As the name suggests, an unsigned document is a document that has no signature appended to it. 

Effect of an Unsigned Document

The implication of leaving a document unsigned are as follows;

1. No intention to be legally bound:  The absence of signature(s) on a contractual document implies that the parties do not intend to be legally bound by the contract. Consequently, the parties cannot approach the court based on any dispute that arises as a result of the agreement since it lacks this very vital element of the contract.
2. No evidential value: An unsigned document cannot be admitted in court as evidence as it lacks evidential value. It has been described as a worthless piece of paper by the court.
3. It renders the authenticity of the document doubtful: When a document is left unsigned, it makes it problematic for the court to identify who wrote it. In NWANCHO V. ELEM, the court held that any document that is meant to be signed and is not signed renders the authorship and authentication doubtful.

The Relevance of a Signed Document in a Contractual Agreement.

The relevance a signed document in a contractual agreement include;

1. A signed document can be used as evidence of contract: In a contractual dispute, the onus lies on the plaintiff to prove that there was a contract between the parties before the court begins to determine the case. A signed document of the contractual agreement containing the terms of the contract can be used to prove that there was a contract between the parties. SECTION 86(2) OF THE EVIDENCE ACT 2011 provides that where a document has been executed in several parts, each part shall be primary evidence of the document. The court also held in MOBIL PRODUCING (NIG) UNLIMITED V. UMENWEKE that “It is a general principle of law that where a contractual agreement is signed by all the parties to it, the agreement is proved by their signature in absence of fraud, misrepresentation or any plea of non-est factum.
2. A signed document connotes the intention of the parties to legally bond by the terms of the contract: The parties to a contract owe a duty to each to fulfill their quota in a contractual agreement. Signing the contract document indicates that the parties intend to be bound legally. As a result, in case of any breach of contract or dispute arising from the contract, the parties can approach the court and the court can assume jurisdiction and adjudicate to resolve the dispute. In ANABULU V. STATE, the court quoted Umar J.C.A. in BABATUNDE V. BANK OF NORTH LIMITED LTD. where he stated that since “the signature of the Complainant and Appellant is appended on the document, they are therefore bound by the document. The court is also bound to give effect to the intention of the parties as stated in the contract.”
3. A signed document makes for the certainty of contractual terms: The law is settled that when a transaction is reduced to writing, oral testimony cannot vary the content of the document. This is provided for in SECTION 128 OF THE EVIDENCE ACT 2011. As a result, mere word of mouth cannot change the terms of the contract and the parties to the contract can be certain of what the terms of the contract is. 

Exceptions

It is trite in law that for every general rule, there is an exception. Here are the exceptions to the general rule of signed and unsigned documents.

Where a signed document would lack evidential value:

1. As much as a signed document in a contractual agreement serves as proof of contract and an indication of the intention to be legally bound by the contract if the executor (the party who signs the contract) passes a plea of non-est factum and  is granted, the signature would be no such effect.
2. Where the any vitiating element (fraud, misrepresentation, duress or undue influence) is established in the contractual agreement.

Where an unsigned document would be admissible in law: 

1. Where the parties admit that there was a contractual agreement between them. This was the position of the court in AWOLAJA $ ORS V. SEATRADE G. B. V.
2. Where it is the intention of the parties to be bound by the contract. This can be deduced through the parties’ conduct.

These exceptions would however not apply where;

• Statue provides that the kind of agreement entered between the parties must be signed
• The parties to the contractual agreement provide signing of the document as a condition president for the execution of the contract.

Conclusion

Given the foregoing, it can be submitted that franking and execution of contract documents and papers are so pivotal and sacrosanct to every contractual Agreement. Parties to a contract are admonished to take reasonable steps to ensure that the other party ratifies the contract paper, in other to make overt the intention of the party to be bound by the contractual terms and the contract itself because the Intention of man isn’t capable of positive proof it can only be inferred from overt Acts.” Thus the franking of the contract papers makes it very obvious and glaring as submitted supra that the parties want to be bound by the contract and its terms and also in case of disputes parties can always present the ratified agreement as evidence in court as opposed to an unsigned and an unexecuted contract document, that is considered as a useless piece of paper and thus inadmissible in a competent court as evidence. Consequent to the above-stated premise, every contract and agreement for the best interest of parties should be signed and executed.

Contempt Of Court Under Nigeria Legal System : An Overview 

By Sylvester Innocent

ABSTRACT

Recently, a controversial human rights lawyer in Uyo was sentenced to one month in Prison by the Chief Justice Of Akwa Ibom State, Ekaette Obot on alleged contempt. 

Many excellent legal writers have engaged and put their writing skills to work based on the particular information made available to them concerning the saga. 

I must applaud those who have written so far on the subject matter because it shows they appreciate the provisions of the law very well. 

This article however will seek to discuss in full, the Meaning of Contempt, types of Contempt, reasons for contempt and punishments for contempt.  

It will conclude with a little spotlight on the current case saga of Effiong Inibehe. 

INTRODUCTION

Justice Idigbe of the Supreme Court in the case of  Atake v Attorney General of the Federation, described Contempt as follows:

‘It is, indeed, difficult to give exact definition of contempt of court, and this is because “it is so manifold in its aspects” … but generally, it may be described as any conduct which tends to bring into disrespect, scorn or disrepute the authority and administration of the law or which tends to interfere with and/or prejudice litigants and/or their witnesses in the course of litigation. One important kind of contempt “is scandalizing the court” …; and so “counsel or advocate may in the interest of his client cast reflections upon the conduct, character, or credit of the parties or witnesses, so long as his comments are pertinent to the matters in question, although they would, outside a Court of Justice, be actionable as slanderous. This (sic) license, however, will not justify an advocate in using language which, apart from such criticism, is personally insulting or generally scandalous” [see Oswald on Contempt committal & Attachment 3rd Edition 1910 at p. 54 citing in support, Ex Parte Pater (1864) 5 B & S. 299]. On this principle, a barrister was sentenced to a fine for saying, in the course of proceedings, that a Baron of the Exchequer Chamber was a “Judge de gratia” [see 82 ER at 1100 also cited in Oswald op. cit. p.54 note (s)]. The same latitude is also extended to litigants who appear in person (and this expression includes lawyers appearing in person to conduct their own suits); but on the same principle it has been said that the indulgence “should not be extended to permit them to continue an improper course of conduct after warning from the Judge, nor to use unbecoming or abusive language.”’

In the case of Agbachom vs RTAC, Contempt of court was described as anything done or writing published calculated to bring a court or judge into contempt to lower his dignity. 

According to Shorter Oxford English Dictionary 3rd ed 38, “Contempt was defined as disobedience or disrespect to a lawful authority of House of Parliament or Court”. 

Anything which scandalizes or is calculated to bring the court into disrepute is contempt

A contemnor is a person who commits contempt.  

The Court in the case of Basil Okoma vs Sunday Udoh held that before an act or omission is deemed contempt it must be done with intention or intentionally. Thus, the question of motive is irrelevant in contempt cases. 

The Supreme Court of Nigeria in the case of OMOIJAHE V. UMORU did not mince words when it held coram Mohammed, J.S.C. thus: “It is justice itself that is flouted by contempt of court, not the individual court or judge who is attempting to administer it.”

TYPES OF CONTEMPT

The Court in the case of Rt. Hon. Azikwe vs FEDECO  held that there are 2 types of contempt as follows:

1. Contempt (in facie curiae),  Contempt in the face of the court
2. Contempt (ex facie curiae),  Contempt outside the court

However, per His Lordship Hardwicke L.J. in St James Evening Post Case, it was held that there are 3 types of contempt as follows: one kind of contempt is scandalizing the court itself. There may be likewise contempt of this court, in abusing parties who are concerned in the cause, there may be also a contempt of this court, in prejudicing mankind against another person before their cause is heard.

Historically, Contempt is classified as Criminal Contempt or Civil Contempt. However, the Court was explicit in the case of A.G. v. Laveller Magazine Ltd where it stated that whether contempt is in facie curiae, ex facie curiae, criminal contempt or civil contempt, they all share one characteristic; they involve interference in the due administration of justice. 

CONTEMPT IN FACIE CURIAE

The Court in Re Olu Onagoruwa stated that the common characteristics of contempt in facie curiae is that the act of contempt must take place near the courtroom or in the precincts. It has no closed category as it is far and wide. Contempt in facie curiae can be words spoken or actions taken within the court which interferes with the due administration of justice. Contempt in the face of the court could be the tone, manner and choice of words with which a lawyer speaks to the judge – if it is insulting to the judge, it will be contempt; refusing to answer questions in court; being rude to a judicial officer, etc. Contempt in facie curiae is broad and one can argue that it is subjective, based on the sensitivity of the judge.

Under this class of contempt, there is no need to call for evidence of what transpired, because it happened in the immediate view of the Court. The Judge saw and heard the contemnor commit what the Court considers contemptuous, and so punishment is meted out summarily, after the contemnor is asked to show cause why he should not be sent to prison for his contempt.

It must be pointed out that for the purpose of a court rendering punishment for contempt under this category, a distinction must be drawn between conduct which affect the dignity of the Court or which tend to bring the administration justice to disrepute and conduct which merely annoys the judge. The distinction is necessary so that the power of the Court to give punishment for contempt in protection dignity of the Court is not abused.

This point is best explained in words of Lord Tucker of Privy Council, in JOSEPH IZUORA V THE QUEEN where he observed as follows: “It is not every act of discourtesy to the Court by Counsel that amounts to contempt, nor any conduct which involves a breach by Counsel of his duty to his client. In the present case the appellant’s conduct was clearly discourteous, it may have been a breach of the rules and it may perhaps have been a dereliction of his duty to his client but in their Lordship’s opinion it cannot properly be placed over the line that divides mere discourtesy from contempt.”. 

Also, in the case of Oku v State Coker JSC, quoting from a Privy Council case, made the distinction between mere discourtesy to the court and contempt of court as follows:

‘It is not every act of discourtesy to the Court by counsel that amounts to contempt not his conduct which involves a breach by counsel of his duty to his client necessarily in this category. In the present case the appellant’s conduct was clearly discourteous… and it may perhaps have been in dereliction of his duty to his client but in their Lordships’ opinion it cannot properly be placed over the line that divides mere discourtesy from contempt.’

The Supreme Court of Nigeria in the case of INEC & ANOR V OGUEBEGO & ORS, whilst considering the instance when words or actions used in the face of the Court or in the course of proceedings be deemed contemptuous, held as follows: “For words or actions used in the face of the Court, or in the course of proceedings, to be contempt, they must be such as would interfere with the course of justice. A superior Court of record has the inherent jurisdiction to deal with contempt in facie curiae and punish for the offence summarily. It must once again be emphasized that the summary power of punishing for contempt should however, be used sparingly and only in serious cases….”

There have been cases where the Courts have maintained that the power of the Court to punish for contempt must always be exercised to secure and protect the authority of the Court. 

For instance, ADEYEMI CANDID-JOHNSON V MRS ESTHER EDIGI where an Acting Chief Magistrate went beyond its powers and cited a counsel for contempt because the counsel insisted that his submissions before the Court should be placed on record and also refused to answer a question which was put to him by the Court. The Magistrate considered the counsel’s conduct to be rude and contemptuous and ordered that he should be detained. The Court of Appeal, while condemning the act of the Magistrate held:

“Apparently, when tempers rose rather meteorically, the respondent, exacerbated by the situation, unleashed this incisive question: “When did you leave the law school? The response, going by the record, was equally unrelenting: “I will refuse to answer that question in the rudest manner.”
It was the refusal to answer this question, according to the record, that broke the camel’s back, and led to the detention of the appellant for contempt of court. It was unfortunate, to say the least, for the respondent, according to the records, to have taken leave of her exalted bench, invited counsel to extra-judicial dialogue, and thereafter descended into the arena of vituperative conflict with him”.

In Fawehinmi v State the court held that strongly worded criticism of the court or judge would not be contempt provided the criticism is fair, temperate and made in good faith.

CONTEMPT EX FACIE CURIAE

Contempt Ex facie curiae which means contempt committed outside the Court (Coram non judice) and therefore out of sight and hearing of the Judge. It arises from disobedience and obstruction of lawful orders of Court. When a Court makes an order directing a person to carry out certain act or to refrain from a particular conduct, failure to abide by the directive is a serious breach of the Court’s jurisdiction and may be found to be contemptuous. Contempt ex facie curiae is a serious offence which interferes with the powers of the Court to administer justice and the Court is entitled to invoke its innate powers to punish an erring party by committing the person to prison.

Where a Contempt Ex facie is committed, a full blown criminal trial, which must follow the procedure for all criminal prosecutions from arrest, charge, arraignment, prosecution, defence, etc. must be held. 

The procedure for punishment for this category contempt is very strict and it is governed by the provisions of Section 72 of the Sheriffs and Civil Process Act and Order 9 Rule 13 of Judgment Enforcement Rules. For ease of reference, Section 72 of the SPCA provides as follows.

“ If any person refuses or neglects to comply with an order made against him, other than for payment of money, the court, instead of dealing with him as a judgment debtor guilty of the misconduct defined in Paragraph (f) of section 66 of this Act, may order that he be committed to prison and detained in custody until he has obeyed the order in all things that are to be immediately performedand given such security as the court thinks fit to obey the other parts of the order, if any, at the future times thereby appointed, or in case of his no longer having the power to obey the order then until he has been imprisoned for such time or until he has paid such fine as the court directs.”

The proceedings for contempt ex facie curiae s divided into two important stages as follows:

For the FIRST STAGE, when an Order of Court is flouted, the first thing to do is to make an application to the Registrar of the Court for Issuance of Form 48 which would have a copy of the relevant Order endorsed at the back of the Form. Form 48 is a notice of consequence of disobedience of Court Order. The Form 48, endorsed with Court Order, must be signed by the Registrar of the Court and the person who wants to enforce the Court Order must ensure that the form is personally served on the alleged contemnor (party in contempt) by the Court’s bailiff who must file proof of service in the Court’s file. The essence of personal service of form 48 is to give the contemnor the opportunity to retrace his steps and avoid the Court’s sanction.

The Court, however, is empowered to dispense with service of the Form 48 and 49 on the contemnor, if the Court is satisfied that he has adequate notice of the Order either by being present when the Order was made or by being notified of the terms of the Order and deliberately refused to comply with same.

For the SECOND STAGE, if after complying with the first stage – issuance and the service of Form 48 – the contemnor or the party fails  to comply with the Court order, the person seeking to enforce the Order can, after 2 days of service of form 48, apply to the Registrar for Form 49 to be issued and served on the contemnor. Form 49 is a notice to the Contemnor (party in contempt) to show cause why order of committal should not be made against him. Service of Form 49 must also be made in like manner as service of Form 48. 

After complying with the above procedures, the party seeking to enforce the Court Order may then approach the Court by a Motion on Notice for committal. This Motion is to be supported with a statement setting out the reliefs and the grounds of the application, together with an affidavit brought under the Sheriffs and Civil Process Act or Law, the judgment enforcement Rules made thereunder and under the provision of Rule of Courts, such as the Federal and State High Court Rules of various States in Nigeria.

Failure to comply with any of the procedures set out above constitutes a fundamental vice which will render the whole committal process a nullity. 

In the case of DIKIBO V IBULUYA the Court held that “as committal proceedings touch on deprivation of freedom and liberty of the person, the service and procedure thereof are applied strictly and any break or departure from the Strict application vitiates the proceedings”.

The Court noted in the case of OJEME V MOMODU III that the essence of the requirement to serve Form 48 on the contemnor is to give him a choice to comply with the order of the court, failing which the applicant may, after 48 hours of service of Form 48, apply to the Registrar for the issuance of Form 49. The Notice originates the process of committal as provided by Order 9 Rule 13 of the Judgment (Enforcement) Rules. 

The above appears to mean that there is a need to accord the alleged contemnor fair hearing because contempt of Court is a quasi-criminal proceeding whose outcome may likely affect the liberty of an individual.

The Supreme Court held that in the case of In the case of OMOIJAHE V. UMORU (Supra), that in trial of criminal contempt (contempt ex facie curiae), an offender is entitled to the benefit of a full process of a criminal trial where the judge would have to rely on evidence or testimony of witnesses to events occurring outside his view.; In keeping with the principles of fair hearing which require that a person should not be a judge/arbiter in his own cause, the Judge whose order is alleged to have been flouted should not try the case himself.

It is worthy of note that by the clear provision of Order 4 Rule 8 of the Judgment Enforcement Procedure Rules, proceedings for the committal of an alleged contemnor who disobeyed Court Order must be initiated within two years of the delivery of the Order or Judgment which is sought to be enforced; and where the applicant fails to initiate the committal proceedings with the time prescribed by law, he must seek the leave of the Court, otherwise the proceeding will be null and void.

REASONS FOR CONTEMPT 

So many reasons exist as to why contempt – whether Infacie curiae or Ex facie curiae – are in operation. 

Firstly, it helps to preserve the dignity and respect of courts. In the case of Chapman vs Honig, the court held “. . . that for the purpose of deciding whether a contempt of court has been committed in a case of this kind, the determining factor is no harm done to the individual but harm done to the future administration of justice”. 

Secondly, contempt ensures a fair trial by ensuring the dignity of court and reputation as an institution. The Court held in the case of Jennison vs Baker that“. . . the power exists to ensure that justice shall be done. And solely to this end, it prohibits acts and words tending to obstruct the administration of justice.”

In Chief Odu vs Chief Jolaoso it was opined by the court that “. . . by it’s nature, punishment for contempt is to punish an offender for an act that somehow affects the dignity of the court in the administration of justice.”

Finally, contempt checks undue interference in the administration of justice.

As held by the Court in the case of Fame Publications vs Encomium Ventures “it must be remembered that the principle enshrined in the law of contempt are to uphold and ensure the effective administration of justice.”

In the case of Hermone vs Smith, the court aptly captured the above point as follows: “. . . the object of the disciple enforced by the court in case of contempt of court is not to vindicate the dignity of the court or the person of the judge, but to prevent undue interference with the administration of justice.”

PUNISHMENTS FOR CONTEMPT 

If found guilty of contempt, the court may punish the contemnor in several ways which includes:

• Committal to prison
• Fine 
• Social Service to a Community etc. 

However, the Court may pardon the contemnor if his conduct was unintentional and he apologizes to the court. The court may refuse to hear anything further from the contemnor who, for instance, has disobeyed an order of the court, until he has purged himself of the contempt, i.e., he has complied with the court’s order.

The power to punish for contempt is inherent in all Court’s, Court’s of the First instance or Appellate Courts

ON EFFIONG INIBEHE’S CASE 

As at the time of writing this Article, the writer strongly believes that the story of Effiong Inibehe, an Uyo based human rights Lawyer who was sent to a month in prison on alleged contempt by Hon. Justice Ekaette Obot, the Chief Judge (CJ) of Akwa Ibom State, is not yet clear and complete. The manner in which the Uyo based human rights Lawyer spoke to the CJ of Akwa Ibom during the sitting, will greatly determine if it was actually a contempt Infacie curiae. The circumstances of each case determines what amounts to contempt especially contempts that are In facie curiae. 

Since the story is not yet clear and complete, I will save my comments on the issue for now. 

It is my opinion as the writer that Lawyers should address any judge hearing their case in a dignified manner. If there is a perception of bias or likelihood of bias on the side of the judge handling your case, there is always a remedy called APPEAL. The judgement of the Judge so long as he or she is NOT a Justice of the highest court – Supreme Court – can always be appealed against. It is better to go about such cases this way than to abuse or speak to the Judge in a rude manner or undignified manner. 

CONCLUSION

I will conclude with the exact words of the Court in the case of A.G. vs. Laveller Magazine Ltd.(Supra) where it stated that contempt whether In facie curiae or Ex facie curiae, “. . . they all share common characteristics; they involve interference with due administration of justice either in a particular case or more generally as a continued process.”

ABOUT THE WRITER 

Sylvester Innocent is a graduate from Faculty Of Law, ABSU. He is a legal writer, researcher and an avid reader. He can be reached via [email protected] or 08022018759 for any criticism, more inputs or questions.

COMPANY INCORPORATION
Every Company intending to carry on business in Nigeria must take all steps necessary to obtain incorporation as a separate entity in Nigeria and until so incorporated, the foreign company shall not have a place of business in Nigeria for any purpose other than the receipts of notices and other documents, as matters preliminary to incorporation.
A foreigner may choose to register a business name as a sole proprietor or partnership or he may wish to incorporate a Company with other foreigners or Nigerians, or he may wish to buy shares in an existing Company.

REQUIRMENTS FOR THE REGISTRATION OF A COMPANY IN NIGERIA
The body responsible for the registration of companies in Nigeria is the Corporate Affairs Commission (CAC). The following are the requisite requirements to register a Company with the Corporate Affairs Commission in Nigeria;

PERSONAL DETAILS:
The full names, addresses and occupations of the directors and every other person concerned in the promotion of the company, eg the subscribers.

NAME OF THE COMPANY:
A primary name and an alternative name will be required for preliminary search on the Directory of Registered Companies on the CAC portal.

PROHIBITED NAMES:
Certain names are prohibited and restricted by law. These are;
▪ Names which are identical with a Company already in existence/registered or nearly resembles that name as to be calculated to deceive.
▪ Names which contain the words “Chamber of Commerce” unless it is a company limited by guarantee.
▪ Names capable of misleading as to the true nature or extent of its activities or is undesirable, offensive, or otherwise contrary to public policy.
▪ Names which would violate any existing trade mark or business name unless the consent of the owner of the trade mark or business name has been obtained.
▪ The use of the following words is subject to approval by the CAC; Federal, National, Regional, State, Government, Municipal, Chartered, Co-operative, Building Society, Group or Holding, Bank, Insurance.
Upon name search and confirmation of availability of the said name on the CAC portal, an availability and reservation of name would be done. A name may be reserved by the CAC for a maximum period of 60 days pending incorporation.

TYPE OF COMPANY:
The Company to be incorporated may be limited by shares, limited by guarantee or unlimited. It may also be a private or public company whether, unlimited, limited by shares or guarantee.

SPHERE AND ADDRESS OF OPERATION:
The registered office of the Company must be situate in Nigeria. Every company registered in Nigeria must comply her appropriate laws and regulations.

CAPITAL:
Generally, the capital of a company connotes the totality of its assets including borrowed money, which is loosely called loan capital. Specifically however, the capital of a company refers to the share capital. The minimum share capital of a private company is N10,000.00 (25.77 USD) while a public company is N500,000.00 (1,288.36 USD)

SUBSCRIBERS:
These are persons who sign the Memorandum of Association (for a number of shares) and the Articles of Association. Their full particulars must be obtained. They have the capacity to form a Company and they must not be less than 2 and must together subscribe shares amounting in value to at least 25% of the authorised share capital.

MEMBERSHIP:
Membership of a company is made up of the subscribers who are deemed to have agreed to become members and whose names must be entered in the Register of members and also every other person who agrees in writing to become a member.

DIRECTORS:
Directors are the persons appointed by the company to manage the affairs of the company and need not be members of the company. Every company must have at least two directors. The number of the directors and the names of the first directors shall be determined in writing by the subscribers to the memorandum or a majority of them or may be named in the articles of association.

DOCUMENTS REQUIRED BY CORPORATE AFFAIRS COMMISSION (CAC) FOR COMPANY INCORPORATION
▪ Form CAC 1.1. Application for Registration
▪ Memorandum and Articles of Association
▪ Proficiency certificate (where applicable)
▪ Recognized form of identification (passport bio-data page, drivers’ licence or National Identity Card) for Director(s)/Shareholder(s) and Secretary
▪ Foreign Certificate of Incorporation and Board resolution for subscription to Nigerian company (where applicable)
▪ Residence permit of resident foreigners (where applicable)
▪ Stamp duty evidence of payment
▪ Evidence of payment to CAC (the fees to be paid for incorporation is dependent on the volume of shares to be registered).

A Company incorporation agent is required to put all the requisite documents together and duly attest to same in line with the extant statutory provisions in Nigeria.

THE MINIMUM SHARE CAPITAL REQUIRED FOR REGISTRATION OF A COMPANY BY A FOREIGNER
Every foreigner seeking to participate in Nigerian business by registering a company in Nigeria must register a company with the minimum of N10,000,000.00 (Ten Million Naira) (25,820.38 USD) authorized shares capital to be able to subsequently register with Nigerian Investment Promotion Council (NIPC). A foreign Company may join in forming a Company subject to the provisions of any law regulating the rights and capacity of foreigners to engage in trade or business in Nigeria.

EXEMPTION FROM REGISTRATION
A foreign company may apply to the Federal Executive Council for exemption from the requirement to register locally if it belongs to one of the following categories;
▪ Foreign companies invited to Nigeria or with the approval of the Federal Government to execute a specified loan project,
▪ Foreign companies which are in Nigeria for the execution of specified individual loan project in behalf of a donor country or international organisation.
▪ Foreign Government – owned companies engaged solely in export promotion activities and
▪ Engineering consultants and technical experts engaged on any individual specialist project under contract with any of the governments in the Federation or any of their agencies or with any other person, where such contract has been approved by the Federal Government.
HOW TO APPLY FOR EXEMPTION FROM REGISTRATION
An application for exemption is made to the Secretary to the Federal Government (SFG) setting out eight specified particulars and such other particulars as may be required by the Secretary to the Federal Government.

STATUS OF AN EXEMPTED COMPANY
An exempted company has the status of an unregistered Company. This provision does not affect the liability of a foreign Company to be sued by Nigerians in Nigeria or their right to sue Nigerians in Nigeria.

TAXES APPLICABLE TO COMPANIES
A business is usually profit-oriented and just like any other working individual or company, it is expected that the Company will pay taxes. Some of the applicable taxes for a Company operating in Nigeria include the following:

COMPANY INCOME TAX:
This is the tax levied on the income of the business. Company income tax is charged at 30% of the profit earned by the Company after all allowable deductions for a Company with more than N100 Million Naira annual turnover. The tax is charged at 20% for a company with a turnover between N25 Million and N100 Million.

VALUE ADDED TAX (VAT):
It is payable by the customer and is imposed on the supply of goods and services. The VAT is currently charged at 7.5%.

CAPITAL GAINS TAX:
This is 10% tax imposed on capital arising from sales, exchange or any other dispositions of properties. It is charged to the chargeable assets of a business. It is triggered when an asset is sold.

STAMP DUTIES:
This is a tax payable on instruments. The rate of this tax is dependent on the document and the value of the transaction on the face of it. It is usually charged at a fixed rate and ad valorem.

WITHHOLDING TAX:
The withholding tax is usually charged at the rate of 10% to 5% of the payable sum, depending on the type of payment. The withholding tax is normally deducted at source when payment is to be made to the beneficiary. It is an advance payment of income tax.

INDUSTRIAL TRAINING FUND:
The tax is charged at 1% of the company employees’ payroll. It is only applicable to a company with a minimum of 50 Million Naira turnover or having more than 5 employees.

NATIONAL SOCIAL INSURANCE TRUST FUND (NSITF):
The NSITF is also charged at the rate of 1% of the company employees’ payroll. The NSITF payment is not actually a tax, but a form of mandatory insurance for the employees of all companies operating in Nigeria.

EDUCATION TAX FUND:
This tax is applicable to all companies operating in Nigeria. It is levied at 2% on the profits of companies operating in Nigeria.

PETROLEUM PROFITS TAX:
This tax is applicable to only companies engaging in the exploration and production of crude oil. It is charged at the rate between 50% to 85% of ascertained profits after deductions of all operational expenses.

The duty of collecting tax is vested in the 3 arms of government. The Federal Inland Revenue Service (FIRS) is the body in charge of the taxes payable to the Federal Government. The taxes payable to the State Government is paid to the State Boards of Internal Revenue (SBIR). The Local Government also administers some levies, which they collect through various Councils within Nigeria.
TAX IDENTIFICATION NUMBER (TIN)
The Taxpayer Identification Number (TIN) is a unique number allocated and issued to identify a person (individual or Company) as a duly registered taxpayer in Nigeria. Taxpayer Identification Number (TIN) is to be used by that taxpayer alone. Registration for tax purposes is a legal obligation of every person who is required to pay tax in Nigeria. The law stipulates that upon incorporation, every Company is to register for tax purposes. Upon registration, the Company acquire its TIN. The Joint Tax Board has an improved electronic system for obtaining TIN.

DOCUMENTS REQUIRED TO OBTAIN TAX IDENTIFICATION NUMBER
▪ Duly completed TIN Application Form ▪ Memorandum & Articles of Association ▪ Certificate of Incorporation.
▪ Particulars of the Company Directors
▪ Statement of Share Capital
▪ Utility bill

FOREIGN DIRECT INVESTMENT
A foreign Company may operate alone or in joint venture with Nigerians by means of a Company, which must first of all be formed and registered by the Corporate Affairs Commission (CAC) and thereafter registered with the Nigerian Investment Promotion Commission (NIPC). This permits a foreigner to invest and participate in the operation of any Enterprise in Nigeria except Enterprises in the “Negative List” which include the following products:
▪ Production of arms and ammunition,
▪ Production of and dealing in narcotic substances and psychotropic substances,
▪ Production of military and paramilitary wears including those of the Police, Customs, Immigration and Prison Services and
▪ Such other items as the Federal Executive Council may from time to time determine.

REGISTRATION WITH THE NIGERIAN INVESTMENT PROMOTION COMMISSION (NIPC)
Section 20 of the NIPC Act requires all Enterprises in which foreign participation is permitted to apply to the Commission for business registration. The NIPC Act allows foreign nationals to own up to 100% equity and invest in any business in Nigeria except those indicated on the negative list as defined by section 31 of the Act such as production of arms, ammunition, narcotics and related substances.

DOCUMENTS REQUIRED FOR REGISTRATION WITH THE NIGERIAN INVESTMENT PROMOTION COMMISSION (NIPC)
To apply for NIPC Business Registration Certificate, the following documents are required:
▪ Duly completed NIPC Form I;
▪ Memorandum & Articles of Association;
▪ Certificate of Incorporation;
▪ CAC Form 1.1 (or CAC Forms CO2 and CO7 for old companies);
▪ Power of Attorney/ Letter of Authority (where applicable);

Approved Remita payment receipt
NIPC payment receipt

FOREIGN PORTFOLIO INVESTMENT (FPI)
A foreigner not wishing to establish a business in Nigeria may buy shares in a Nigerian Company in any convertible currency. Investment will be effected with foreign currency imported freely into Nigeria through an authorised dealer and converted into the Naira at the official foreign exchange market. The authorised dealer will issue a certificate of capital importation. Imported capital is guaranteed unconditional transferability and repatriation of funds with regard to both earnings and capital. This is called foreign portfolio investment.

PERMITS, EXPATRIATE QUOTA, CERPAC AND APPROVALS

BUSINESS PERMIT:
The Immigration Act and the Immigration Regulations of Nigeria does not permit any person other than a Nigerian citizen to, on his own account or in partnership with any person practice a profession or establish or take over any trade or business whatsoever or register or take over any Company with limited liability for any purpose without the written consent of the Minister of Interior. What this connotes is that a foreigner is expected to obtain the consent and permission of the Minister of Interior before the foreigner can be permitted to carry out business in Nigeria.

DOCUMENTS REQUIRED FOR THE ISSUANCE OF BUSINESS PERMIT
▪ The certificate of incorporation of the applicant’s Company
▪ Tax Clearance Certificate
▪ Memorandum and Articles of Association
▪ CAC Forms CO2 and CO7
▪ The shareholding of the company.
▪ Joint venture agreement
▪ Approval from all appropriate professional bodies. This approval depends on the type of business being carried out by the Company.

EXPATRIATE QUOTA:
The Laws of Nigeria do not permit any person other than a citizen of Nigeria to accept employment (not being with the Federal or State Government) without the written consent of the Comptroller General of Immigration (CGI). Initial expatriate quota is sought and obtained usually along with the Business Permit. They are two types of expatriate quota;

PERMANENT UNTIL REVIEWED (“PUR”): As the name implies, this expatriate quota is usually for a long period of time to be reviewed at a much farther date. This type of expatriate quota is usually for the post of the Chairman of the Company’s Board of Directors or the Managing Director.

TEMPORARY EXPATRIATE QUOTA: This type of expatriate quota is given for the purpose of positions to be occupied by the foreigner for a short period of time. It is usually for directors and other employees of the company. The maximum number of years granted in the first instance is 5 years renewable for a further period of two years. It is usually the duty of the company and not that of the employee to apply for expatriate quota.

DOCUMENTS REQUIRED FOR AN EXPATRIATE QUOTA
A company applying for an expatriate quota will be required to submit the following documents to the Minister of Interior; ▪ Completed Nigerian Investment Promotion Commission (NIPC) form.
▪ Copy of Certificate of Incorporation of Company.
Copy of return of allotment form
Copy of particulars of directors’ form.
▪ Copy of memorandum and articles of association.
▪ Proof of acquisition of business premises.
▪ Tax clearance certificate.
▪ Technical service agreement or joint service agreement.
▪ Feasibility report
▪ Nigerian Content Development and Monitoring Board (NCDMB) approval for oil companies.
▪ Certificate of Capital Importation.
▪ Business permit in the case that the applicant company is wholly owned by foreigners.
▪ Company profile.

ADDITIONAL DOCUMENTS REQUIRED FOR A PERMANENT UNTIL REVIEWED (PUR) QUOTA
In the event that the application is for a permanent until reviewed
(PUR) quota, the following additional documents may be required; ▪ Company’s organizational structure ▪ Detailed audited accounts.
▪ Individual income tax clearance of the expatriates. ▪ Monthly returns of expatriate quota (if any) ▪ Company’s tax clearance certificate.

RESIDENT PERMIT:
A foreigner may enter Nigeria and stay for fourteen days without a residence visa (Tourist Visa). A foreigner who intends to stay longer must obtain a residence permit.

COMBINED EXPATRIATE RESIDENCE PERMIT AND ALIENS CARD (CERPAC):
The combined CERPAC scheme makes provision for foreigners (except ECOWAS citizens, accredited diplomats and children below the age of 15 years) working or living in Nigeria to carry CERPAC card. The scheme is expected to simplify the process of acquiring residence permit and alien registration certificate. The residence permit allows a foreigner and his dependents or family to reside in Nigeria. This is in addition to the visa requirement as stated above. Unlike the residence permit, the alien registration certificate is essentially a movement chart under CERPAC scheme. Registration is valid for one year, after which application for revalidation must be made. In Nigeria, a foreigner doing business is required to have business, resident permit, alien registration card and visa. Only residence permit and alien registration have been combined. The validity of CERPAC is two years, after which application for revalidation must be made.

DOCUMENTS REQUIRED FOR THE ISSUANCE OF COMBINED EXPATRIATE RESIDENCE PERMIT AND ALIENS CARD (CERPAC)
• Expatriate quota approval
• International passport with STR visa endorsement
• A duly completed CERPAC statutory form
• Company’s board of directors’ resolution confirming the appointment as director (where applicable)
• Application letter from the employer requesting
Regularization of stay and accepting Immigration Responsibility (IR) on behalf of the expatriate.
• Letter of Appointment/Employment
• Acceptance of the offer of Appointment/Employment.
• Vetted Credentials
• Payment of prescribed fees
However, individuals seeking to enter the country must procure the appropriate visa to suit their purpose.

THE NIGERIAN VISA
The Nigerian Visa categories are as follows;
Visa on arrival
Transit visa
▪ Business visa
▪ Temporary work permit
▪ Subject to regularization (STR) visa ▪ Diplomatic visa.

A foreigner with intentions to live and work in Nigeria for a long period of time is required to come into the country with a Subject to regularization (STR) visa. The application for this Visa type must be made by the employer Company to the Nigerian Embassy or
Consular office in the prospective employee’s country or residence. The validity of the STR visa is 90 days during which an application will be made to the Comptroller General of Immigration (CGI) for regularization of the employee’s stay. Prior to the expiration of the STR Visa, the employer is required to apply to the CGI requesting the regularization of the Combined Expatriate Residence Permit and Aliens Card (CERPAC).;

DOCUMENTS REQUIRED FOR A SUBJECT TO REGULARIZATION (STR) VISA
Below are the general requirements of an STR Visa;
▪ Letter of Application for Regularization of Stay and Acceptance of Immigration responsibilities by the employer/school/embassies/High Commission/ International Organisations/ INGOs/ NGOs/MDA’s (for government Officials).
▪ Passport bio-data of the expatriate.
▪ Copy of the STR Visa page and arrival endorsement page.
▪ Form IMM 22 (Visa Application Form)
▪ 2 Recent passport photographs
▪ Expatriate’s valid national passport
▪ Evidence of purchase of CERPAC form

Fresh applications are to be submitted to the Office of the Comptroller General, Nigerian Immigration Service Headquarters, Abuja or to the Office of the Comptroller of Immigration Service at the State Command where the expatriate is resident accepting full immigration responsibilities.

REGISTRATION OF SECURITIES BY SEC:
The Securities and Exchange Commission is required to keep and maintain separate registers of foreign direct investments and foreign portfolio investments. Foreigners are expected to register with the Securities and Exchange Commission.

TRANSFER OF TECHNOLOGY:
Every contract or agreement entered into by any person in Nigeria with another person outside Nigeria involving the transfer of foreign technology to Nigerian partners shall be registered with the National Office of Technology Acquisition and Promotion (NOTAP) in the prescribed manner not later than sixty days from the execution or conclusion of the agreement. Every application for the registration of a contract or agreement shall be addressed to the Director of NOTAP and shall be accompanied by such number of certified true copies of such contract or agreement and by all other related documents and information as may be specified. Non registration with NOTAP does not render the contract void or unenforceable between the parties but merely frustrates transfer of any fees or payment due under the contract to the account of the foreigners outside Nigeria.

DOCUMENTS REQUIRED FOR REGISTRATION BY NOTAP
• A copy of the duly completed application form.
• Certificate of Incorporation with the Corporate Affairs Commission.
• Memorandum and Article of Association of the company.

• A duly completed TAA Pre-Qualification Form.
• Tax Payer Identification Number (TIN).
• A draft copy of the Technology Transfer Agreement to be registered.
• A copy of the duly completed NOTAP questionnaires for different sectors.
• A duly completed copy of the Monitoring Form.
• A copy of the feasibility study report of the company.
• Annual audited accounts for the preceding three years.
• Evidence of tax payment for the preceding three years.
• Profile of the technical partner.
• Performance bond for advanced payment.
• A comprehensive training programme which must include the number of personnel, skill or knowledge to be acquired.
• Approval or licenses obtained from the relevant authorities and bodies such as the Nigerian Communication
Commission (NCC) for agreements on communication etc, where applicable.

INTENTION TO INCUR CAPITAL EXPENDITURE:
Any person proposing to start a new undertaking or in the case of an existing undertaking, to incur additional expenditure must give to the Director of the Industrial Inspectorate Division of the Federal Ministry of Industry notice of his intention. If the Director is satisfied with the valuation for the property, he issues a certificate of acceptance which binds other government agencies e.g the Board of Customs and Excise, the Federal Board of Inland Revenue.

ONE STOP INVESTMENT CENTRE (OSIC)
The One-Stop Investment Centre (OSIC) brings together relevant government agencies to one location to provide fast tracked services to investors. The centre is coordinated by the Nigerian Investment Promotion Commission (NIPC). The objective of the Centre is to simplify business entry processes by removing administrative and regulatory bottlenecks pertaining to doing business in Nigeria. The centre presently has 27 participating agencies

SERVICES AT OSIC
OSIC provides the following services:
▪ Granting of business entry approvals, licenses and authorizations within the shortest possible time.
▪ Provision of general information on the Nigerian economy, investment climate, legal and regulatory framework, as well as sector and industry specific information to aid existing and prospective investors in making informed business decisions.
▪ Facilitation and follow-up services on behalf of investors in all government ministries, departments and agencies.

AGENCIES AT OSIC
The centre presently has 27 participating agencies as listed below;

▪ Corporate Affairs Commission (CAC)
▪ Department of Petroleum Resources (DPR)
▪ Federal Capital Territory Administration (FCTA)
▪ Federal Inland Revenue Service (FIRS)
▪ Nigerian Customs Service (NCS)
▪ Nigerian Export Promotion Council (NEPC)
▪ Nigerian Electricity Regulatory Commission (NERC)
▪ Nigerian Export Processing Zones Authority
▪ Federal Ministry of Budget and National Planning (FMB & MP)
▪ Federal Ministry of Finance (FMF)
▪ Federal Ministry of Interior (FMI)
▪ Federal Ministry of Mines and Steel Development (FMMSD)
▪ Infrastructure Concession Regulatory Commission (ICRC)
▪ Manufacturers Association of Nigeria (MAN)
▪ Ministry of Foreign Affairs (MFA)
▪ National Agency for Food and Drug Administration Control (NAFDAC)
▪ National Bureau of Statistics (NBS)
▪ Nigerian Copyright Commission (NCC)
▪ Nigerian Investment Promotion Commission (NIPC)
▪ Nigerian Immigration Service (NIS)
▪ Nigerian Maritime Administration and Safety Agency (NIMASA)
▪ New Nigeria Development Company (NNDC)
▪ National Office for Technology Acquisiton and Promotion (NOTAP)
▪ Odu’a Investment Company Ltd
▪ Oil and Gas Free Trade Zone Authority (OGFTZA)
▪ Pharmacists Council of Nigeria (PCN)
▪ Standard Organisation of Nigeria (SON)
▪ Central Bank of Nigeria (CBN)

OPENING OF A CORPORATE BANK ACCOUNT IN NIGERIA
Opening of a bank account is very crucial to business operation. The Nigerian bank accounts can be opened in Naira, Dollars, Euro or Great British Pounds (GBP). Having a bank account enables companies to easily run its businesses. It also enables foreign investors to obtain the Certificate of Capital Importation.
The procedure for opening a business account include:

1. Select a bank
2. Fill out the application form and attach required documents such as passport, means of identification etc.
3. Provide the bank with your business license and business registration documents
4. Provide the bank with your Tax ID Number.

INTELLECTUAL PROPERTY PROTECTION
Intellectual property commonly referred to as IP refers to creations of the mind, such as inventions; literary and artistic works; designs; and symbols, names and images used in commerce. It is a category of product that in includes intangible creations of the human intellect. The Black’s Law Dictionary defines Intellectual Property as a category of intangible rights protecting commercially valuable products of the human intellect. The category comprises primarily trademark, copyright, and patent rights, but also includes trade – secret rights, publicity rights, moral rights, and rights against unfair competition”

TYPES OF INTELLECTUAL PROPERTY TRADEMARK:
A trademark is a distinctive name, sign or logo which uniquely identifies the source of goods and services. It’s primary purpose is to ensure that no-one uses the trademark of another which is similar or identical, so as to prevent confusion in the course of trade in relation to the goods and / or services in which it is registered. It is a special mark which distinguishes the goods and services of one entity from another. An example of a trademark is the “just do it for nike logo, the pepsi sign logo, the apple sign logo for apple products. The list goes on.

PATENT:
A patent is a form of intellectual property that gives its owner the legal right to exclude others from making, using, selling and importing an invention for a limited period of years, in exchange for publishing an enabling public disclosure of the invention. It is the right granted to anyone who invents any new and useful process or fundamentally impresses an existing process. A typical example of a patent

INDUSTRIAL DESIGN:
Industrial design is the ornamental or aesthetic aspect of a useful article which may consist of the shape, pattern and / or colour of the article and must appeal to the eye. It could simply be said to be a combination of lines or colour or both and any three dimensional form.

COPYRIGHT
Copyright is that aspect of the law that deals with the rights of intellectual creators in preventing unauthorized copying or reproduction of the literary or artistic works. The principal purpose of Copyright is to protect against the appropriation of the produce of another person’s literary and artistic work or effort. Copyright consists of exclusive rights given to the creator in the exploitation of his works; this includes painting, music, poem, architecture, computer software, maps and technical drawings.

HOW TO REGISTER/PROTECT A TRADEMARK, PATENT AND INDUSTRIAL DESIGN IN NIGERIA
Essentially, there are three major stages involved in intellectual property registration, which I will briefly explain as follows:

SEARCH & APPLICATION
The first step required to be taken for any person or organization desiring to register a trademark is to brief an Agent, usually a Lawyer and inform him of the trademark or the description of a symbol or logo or design to be registered. A search is conducted on the trademark at the Trademarks, Patents and Designs Registry, Commercial Law Department of the Federal Ministry of Industry, Trade and Investment, Abuja and if it is not in conflict or too similar with any existing trademark, an application for the registration can proceed. The Registrar will issue an acknowledgement upon the recipient of any due application and different payments are made for search and application processing.

ACCEPTANCE
Where an application has been approved after a successful search has been conducted, the Registry will accept, register the trademark and issue an Acceptance Letter to the applicant. The Acceptance
Letter is initial evidence that the trademark has been duly registered.

PUBLICATION AND CERTIFICATION
The third stage involves publication in the trademark journal and certification. Upon the acceptance of the registration of a trademark, the Registrar will ensure the notice of the application is published in the Trademark Journal. Such notification will include the full details of the application and the applicant. By virtue of this publication, any interested person would have the opportunity to oppose or object to the registration. Any person or organization who considers that a trademark being sought may likely confuse or mislead the public in light of any pre-existing trademarks may protest to the Registrar to stop such registration by filing a notice of opposition in a prescribed form. Protests or oppositions containing the grounds upon which the protest is made must be sent to the Registrar of Trademarks within two months of publication of notice in a journal. The Registrar will notify the applicant of any protest or opposition received. The applicant may respond to such opposition within one month from the date of receipt of such notice from the Registrar. An applicant who failed to respond to the opposition received with his or her own counter-statement may be deemed to have abandoned his or her application.
Where Registrar received the response of the applicant stating why the applicant is entitled to such trademark, the Registrar of Trademark shall constitute a Tribunal to determine the conflict in favour of one of the contending parties. Where there is no opposition to the publication in the journal, or opposition has been made and successfully resolved in favour of the applicant, the Certificate of Registration will be issued for the trademark sought. The Certificate indicates the evidence of due registration and completion of all processes. It confers a right on the proprietor or the owner to use the trademark to the exclusion of every other entity. However, where any other person or entity successfully challenged the applicant in opposing a trademark registration, the Registrar will issue a letter of refusal to the applicant.

BASIC REQUIREMENTS FOR TRADEMARK PROTECTION IN NIGERIA
The basic requirements every intending trademark applicant should prepare or provide include the followings
▪ Logo, which may include Words and/or Device
▪ Name of the applicant
▪ Contact details of the applicant
▪ Power of Attorney appointing an agent to conduct such registration (an accredited agent/lawyer may help to prepare the power of attorney)

BASIC REQUIREMENTS FOR PATENT PROTECTION IN NIGERIA
▪ A petition or request for a patent signed by the applicant or his agent and containing the applicant’s full name and address.
▪ A specification, including a claim or claims in duplicate, plans and drawings, if any in duplicate.
▪ Where appropriate, a declaration signed by the true inventor requesting that he be mentioned as such in the patent and giving his name and address.
▪ A signed power of attorney authorizing an agent.
▪ An address for service in Nigeria, if the applicant’s address is outside Nigeria, and payment of the prescribed fees.

SETTLEMENT OF DISPUTES IN THE COURSE OF INVESTMENT
In case a dispute arises between an investor and any Government of the Federation in respect of an enterprise, all efforts shall be made to reach an amicable settlement through mutual discussion, failing which the dispute may be submitted to arbitration at the option of the aggrieved party. In the case of a foreign investor, settlement of disputes shall be carried out within the framework of any bilateral or multilateral agreement on investment protection to which the Federal Government and the country of which the investor is a national are parties.

Where there is a disagreement between the investor and the Federal Government as to the method of dispute settlement to be adopted, the International centre for settlement of Investment Dispute Rules will apply. The Nigerian Investment Promotion Commission (NIPC) will act as liaison between the foreign enterprise and relevant Government Departments especially with regard to issuance of permits.

LAWS GOVERNING BUSINESS OPERATION IN NIGERIA
Business setup and operation in Nigeria are governed by various laws. These laws include but are not limited to:
• The Companies and Allied Matters Act (This is the primary law that governs companies’ formation and maintenance in Nigeria)
• Companies Income Tax Act
• Value Added Tax Act
• Withholding tax Act
• Nigerian Investment Promotion Commission Act
• Labour Act
• Immigration Act
• Immigration Regulations 2017
• Employee Compensation Act
• Banks and other Financial Institutions Act

By: The Corporate Law Department of The Jubilee Chambers, a full service commercial law firm based in Uyo, Nigeria.