LEGAL PRINCIPLE: CIVIL PROCEDURE — Capacity to Sue — Incorporated Company — Proof of Incorporation Mandatory When Denied
PRINCIPLE STATEMENT
When a company's incorporation is categorically denied, the plaintiff must prove incorporation by producing the certificate of incorporation; failure to do so is fatal to the case.
RATIO DECIDENDI (SOURCE)
Per Uwais, JSC (as he then was), in J.K. Randle v. Kwara Breweries Ltd. (1986) 6 SC 1 at p. 7, cited with approval by Uwaifo, JSC, in African Continental Bank Plc & Anor v. Emostrade Ltd (2002) NLC-951998(SC) at p. 9; Paras A–C.
"The appellant sued the respondent as a company incorporated under the Companies Act, 1968. He failed to prove the incorporation by the production of the certificate of incorporation. As the averment in the statement of claim that the defendant was so incorporated was categorically denied by the respondent in its statement of defence the failure to prove the incorporation was fatal to the appellant's case."
EXPLANATION / SCOPE
When a defendant denies a company’s incorporation, the plaintiff must prove it. The certificate of incorporation is the only conclusive proof. Failure to produce it is fatal to the case. The plaintiff cannot rely on mere assertions or assumptions. The principle ensures that only legally recognised entities are sued. The burden is on the party asserting incorporation. The court cannot assume incorporation from the company’s name or conduct. The rule applies to both plaintiffs and defendants. The certificate must be tendered in evidence. The case will be struck out if incorporation is not proved. The principle prevents litigation against non-existent entities.