LEGAL PRINCIPLE: COMPANY LAW – Company Meetings – Minutes – Minutes Not Exclusive Evidence of Resolutions
PRINCIPLE STATEMENT
Nothing in section 138 [of the Companies Act, 1968] makes the minutes of resolution of a company exclusive evidence. It only makes the minutes admissible evidence of the proceedings. Parol evidence of such resolutions is also admissible. It was decided in Re Fire-proof Doors Ltd. that decisions of directors need not necessarily appear in the minute book if the court is satisfied that the resolutions were passed.
RATIO DECIDENDI (SOURCE)
Per Ayoola, JSC, in Nsirim v. Onuma Construction Company (Nigeria) Ltd. (2001) NLC-2031994(SC) at p. 16; Paras A–C.
"Nothing in section 138 [of the Companies Act, 1968] makes the minutes of resolution of a company exclusive evidence. It only makes the minutes admissible evidence of the proceedings. Parol evidence of such resolutions is also admissible. It was decided in Re Fire-proof Doors Ltd. that decisions of directors need not necessarily appear in the minute book if the court is satisfied that the resolutions were passed."
EXPLANATION / SCOPE
Minutes are admissible evidence of company resolutions but not exclusive evidence. Parol (oral) evidence of resolutions is also admissible. Directors’ decisions need not appear in the minute book if the court is otherwise satisfied resolutions were passed. Section 138 of the Companies Act does not mandate minutes as the sole proof. The court can consider other evidence—witness testimony, documents, conduct—to establish resolution existence and content. This prevents technical defeats where minutes are missing but resolution is proved otherwise. The burden remains on the party alleging the resolution to prove it. The court assesses all admissible evidence