- 20 Marks
Question
a. Nigerian courts are enjoined to apply the common law of England, doctrines of equity, and statutes of general application that were in force on the 1st of January 1900.
Required:
- Define:
i. Common law (1 Mark)
ii. Equity (1 Mark)
iii. Statutes of general application (1 Mark)
b. Mercy and Samuel, who are the only partners of a limited liability partnership, are protesting a demand letter served on them for the payment of the sum of N500,000 each by the Corporate Affairs Commission for failure to audit the partnership’s account for the immediate past year and failure to file annual returns for the same period. They are protesting on the grounds that they are not a company and, therefore, not liable to file annual returns, and that the Corporate Affairs Commission has no right to demand the audit. They have approached you as a professional to advise them.
Required:
Advise the partners in line with the provisions of the Companies and Allied Matters Act 2020 on:
i. The Corporate Affairs Commission’s demand for the partnership’s audit (4 Marks)
ii. Whether or not the partnership was under a legal duty to file annual returns with the Corporate Affairs Commission (4 Marks)
c. A limited liability partnership must have a designated partner.
Required:
What shall a designated partner be responsible for? (4 Marks)
d. ADR is the abbreviation for Alternative Dispute Resolution.
Required:
i. Explain briefly Alternative Dispute Resolution (2 Marks)
ii. State THREE mechanisms of Alternative Dispute Resolution (3 Marks)
Answer
a. i. Common law: This refers to the body of legal rules and principles developed by the English courts through judicial decisions, which are binding precedents (1 Mark).
ii. Equity: This is the body of law developed alongside common law to mitigate the harshness or rigidity of common law, offering remedies that are not available under common law (1 Mark).
iii. Statutes of general application: These are English laws passed before 1900 that are considered applicable to local circumstances in Nigeria (1 Mark).
b. i. Demand for audit: Section 769 of the Companies and Allied Matters Act 2020 requires limited liability partnerships to maintain and audit their accounts. Hence, the demand for audit by the Corporate Affairs Commission is valid (4 Marks).
ii. Duty to file annual returns: Section 792 of the Companies and Allied Matters Act 2020 also mandates limited liability partnerships to file annual returns. Thus, Mercy and Samuel are under a legal duty to file annual returns (4 Marks).
c. Responsibilities of a designated partner: A designated partner is responsible for ensuring that the partnership complies with the statutory requirements, including maintaining records, filing returns, and auditing accounts, as outlined in Section 770 of the Companies and Allied Matters Act 2020 (4 Marks).
d. i. Alternative Dispute Resolution (ADR): ADR refers to the methods of resolving disputes outside the courtroom through mechanisms such as mediation, arbitration, and conciliation (2 Marks).
ii. Mechanisms of ADR:
- Mediation
- Arbitration
- Conciliation (3 Marks)
- Tags: CAMA, Common Law, Corporate Governance, Equity, Nigerian Courts
- Level: Level 1
- Topic: Nigerian Legal System
- Series: NOV 2021
- Uploader: Theophilus