It is trite law that a company is in law a person distinct from the person who formed the company.[1] In Patrick Izuagbe Okolo v UBN,[2]Niki Tobi JSC (of blessed memory) answered the question thus:
The above gives rise to the pertinent question: who was the customer of the Union Bank of Nigeria Ltd? Was he Patrick IzuagbeOkolo who gave evidence or Pace Industries Nig. Ltd, the artificial or corporate person? Patrick Izuagbe Okolo was the managing director of Pace Industries Nigeria Limited.
Are the two persons the same to the extent that they can change places at will? I think not.
In the often cited English case of SALOMON V SALOMON & CO (1887) AC 22, the House of Lords held that the company is in law a person distinct from Salomon who formed the company with his wife and five children. In CHIEF YESUFU V KUPPER INTERNATIONAL N.V. (1996) 5 NWLR (Pt 446) 17, the court held that a director of a company is, in the eyes of the law, an agent of the company for which he acts and the general principle of law of principal and agent will apply. Thus where a director enters into a contract in the name of or purporting to bind the company, it is the company, the principal, which is liable, not the director.
The court concluded in that case that it was the 2nd Plaintiff Pace Industries (Nig) Ltd that was the basis of the transaction, not the 1st Plaintiff Patrick Izuagbe Okolo.
[1]Salomon v Salomon & Co (1887) AC 22.
[2] (2004) LPELR-2468 (SC) 31 – 32 paras E-B.