LEGAL PRINCIPLE: COMPANY LAW – Corporate Personality – Liability of Branches – Acts of Branch Constitute Acts of the Parent Company
PRINCIPLE STATEMENT
Where an allegation of negligent act is made against a corporate body, such as the defendant, doing business through several branches, it is inconsequential to the question of liability whether the acts were done through one of the branches or another, what is material is whether the negligent act alleged against the corporate body has been proved. There is no doubt that the act of a branch is the act of the company, just as the act of an employee of the company done in the course of his employment makes the company vicariously liable regardless of the branch from which he operates.
RATIO DECIDENDI (SOURCE)
Per Ayoola, JSC, in Agbanelo v. Union Bank of Nigeria Ltd. (2000) NLC-201997(SC) at p. 7; Paras B–C.
"Where an allegation of negligent act is made against a corporate body, such as the defendant, doing business through several branches, it is inconsequential to the question of liability whether the acts were done through one of the branches or another, what is material is whether the negligent act alleged against the corporate body has been proved. There is no doubt that the act of a branch is the act of the company, just as the act of an employee of the company done in the course of his employment makes the company vicariously liable regardless of the branch from which he operates."
EXPLANATION / SCOPE
A company is a single legal entity; branches are not separate legal persons. The act of a branch is the act of the parent company. For liability purposes, it is immaterial which branch performed the negligent act—the company remains responsible. Similarly, vicarious liability applies to employees regardless of branch assignment. The corporate veil does not divide liability among branches. Plaintiffs need only prove negligence by the company, not identify the specific branch. This reflects unitary corporate personality and ensures accountability.