Published on 6th June 2017

ABSENCE OF A COMPANY SEAL DOES NOT INVALIDATE A COMPANY’S CONTRACT

Justice K. A Jose of the Lagos State High Court on Monday, 5th June 2017 awarded judgment against Henpatray Concept Nigeria Limited in favour of  Mr. Wole Sonuga and his company, Exchequer Limited who are the claimants in a commercial suit brought against Henpatray Concept Nigeria Limited with suit number ID/ADR/085/2016. Henpatray Concept Nigeria Limited is owned by Ms. Veronica Okei, a younger sister of Joe Odumakin who is the President of Woman Arise for Change.

Veronica Okei used her company’s name in 2014 to deceitfully obtain the sum of One Million, forty thousand naira from the claimants and assured the claimants that the money will be used to secure an Advance Payment Guarantee on a contract that she has secured from the University of Abuja to build official staff quarters for the institution’s medical health workers and  non-academic staff and that in exchange for the money, she will sub-contract the project to the claimants to execute. Promising to pay back the money obtained from the claimants within one month of receipt of the money, she defaulted and started avoiding the claimant’s calls and contacts. In the course of trying to locate her and her company, a search conducted at the Corporate Affairs Commission revealed that Veronica Okei used her sister’s office address – Women Arise for Change as her own company’s registered address. During the course of the court’s proceedings and in a counter affidavit deposed to by one Mr. Adeleye Somefun Olasunkanmi who claims to be in the employment of Veronica Okei’s company but was actually a staff of the Woman Arise for Change, Veronica Okei’s company told the court that the contract entered into by Veronica Okei was not binding on the company because of the absence of a company seal on the agreement signed by Veronica Okei .

Justice K.A. Jose while delivering her ruling in a motion for summary judgment brought by the claimants’ lawyer, Lawrence C. Nnoli rejected the arguments of counsel to Veronica Okei and her company stating that the company cannot resile from a contract in which Veronica Okei entered on its behalf as the Managing Director. The court awarded judgment against the company and also awarded fifty thousand naira as cost of action. The court however adjourned to 16th November 2017 for trial to consider the sum of Ten million naira damages sought for by the claimants against Veronica Okei’s company.

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