Analysis of the Thorny Issue of Who Can Bind a Nigerian Company Under CAMA 2020?

Abstract

At common law and in Nigeria much confusion has been generated and has given rise to various judicial 
interpretations in several cases since the 19th century as to whose acts can bind a company since a 
company is a juristic person and cannot do any physical activity. The focus of this article is to analyse the 
provisions made under CAMA 2020 to ascertain those organs of the company responsible for policy 
decisions in the company whose acts can be attributed to being the acts of the company and the 
company is civilly liable as if it is the acts done by the company itself. Part of the findings of this study 
reveals that under section 87 of CAMA 2020 which provides for organic theory the company would be 
held liable only for the act of the person of sufficient standing in the company. The paper makes a case 
for urgent amendment of section 89 of CAMA 2020 to accommodate middle and lower management 
cadre among those who can represent and their actions bind a company in Nigeria as it is presently the 
practice in Canada.