LEGAL PRINCIPLE: EVIDENCE LAW — Admission — Juristic Personality — Admission Cannot Substitute Proof of Incorporation
PRINCIPLE STATEMENT
Admission by a party of another's corporate status cannot substitute for proof of incorporation; the certificate of incorporation must be produced in evidence.
RATIO DECIDENDI (SOURCE)
Per Sowemimo, Ag. JSC (as he then was), in Registered Trustees of Apostolic Church v. Attorney-General Mid-Western State (1972) NSCC (Vol. 7) 247 at p. 252, cited with approval by Uwaifo, JSC, in African Continental Bank Plc & Anor v. Emostrade Ltd (2002) NLC-951998(SC) at p. 8; Paras D–E.
"We are in agreement with the learned trial Judge, that whatever may be the admission of the 3rd respondent of the status of the appellant, there is no evidence before the court that the appellant [i.e. the Apostolic Church] was ever a corporate body. This could only be established as a matter of law by the production in evidence of the certificate of incorporation, admission inter parites notwithstanding."
EXPLANATION / SCOPE
Admission by a party does not dispense with the requirement to produce the certificate of incorporation. Corporate status is a matter of law, not fact. The court cannot rely on admissions to establish legal personality. The certificate is the only conclusive proof. The principle applies even where the opposing party admits the corporate status. The court must ensure that only legally incorporated entities litigate. The rule prevents fraud and uncertainty. The party asserting corporate existence must produce the certificate. Admissions cannot create legal personality where none exists. The principle is firmly established by Supreme Court authority. The certificate is mandatory evidence.