Corporate organizations can be formed by two ways to wit;:

• Incorporation
• A statutory enactment

The difference is that corporations formed by statutes are not registered under CAMA. Secondly, they are not regulated by CAC. Third, they do not have Memo and Articles of Association as their guiding rules are contained in the statute creating it. Example AMCON, NIPC, NAFDAC, SEC etc.

Similarity: They both enjoy the benefits of incorporation.

There are four types of business organizations under the Nigerian corporate law practice. They are:

1. Companies
2. Sole Proprietorship (not registered as business name)
3. Business name (registered as sole proprietor or partnership)
4. Partnership.

Part A and B of CAMA are business organizations as they can carry out business. On the other hand, incorporated trustees under part C of CAMA is non-business organization. Business organizations are profit-oriented.

Factors Affecting Choice of Business

• Nature of Business
• Capital available
• Number of members
• Extent of liability of members
• Commercial expediency
• Cost of Registration and expenses
• Speed of Processing and completion of registration
• Post Registration compliance
• Desire of the client
• Documentation and legal compliances
  CCSDDP(acronym for the last 6 points)

COMPANIES
Companies are the most widely used business organization. They are profit-oriented. Under CAMA in s. 18, it takes at least two persons to incorporate or form a company. There are certain advantages which companies have over other types of business organizations. Advantages in this sense are different from the features of company when compared to other business organizations. These advantages are:

1. Perpetual succession: a company once incorporated, enjoys perpetual succession. In partnership, when one of two partners dies, that is the end of the partnership. For company where shareholders die, other persons will take over the shares.
2. Limited liability: when it is a company that is either limited by shares or guarantee, the liabilities of its members are thus limited. For sole proprietorship and partnership, the owners and partners have unlimited liability.
3. Investors for a company: investors invest in a company more than in any sole proprietorship and partnership.
4. Availability of funds: a company can easily approach the bank for loan.
5. Management: in a company the management is different from the owners.

Types of companies
N.b Companies are classified along their

• Liability status (limited by shares or guarantee or unlimited)
• Membership (private and public)

Generally, by a combined reading of s. 21(1) and (2) CAMA, there are six types of companies. These are

1. Private company limited by shares
2. Public company limited by shares
3. Private company limited by guarantee
4. Public company limited by guarantee
5. Private unlimited company
6. Public unlimited company.

However, in practice, the types of companies obtainable are those whose names and the acronyms therefore are provided in section 29 CAMA. They are four as:

1. Private company limited by shares (Ltd)
2. Public company limited by shares (Plc)
3. Private company limited by guarantee (Ltd/Gte)
4. Private unlimited company (unlimited)

One reason why it is impossible to have a public company limited by guarantee in practical reality is because one basic feature of public companies is that they offer their shares to the public, but a company limited by Guarantee does not have a share capital pursuant to section 26(2) CAMA and thus there are no shares in reality to offer to the public.

Also, an unlimited company cannot be a public company as the public cannot be exposed to the unlimited liability by subscription of shares of the unlimited company. It is for this reason that an unlimited company is prohibited from re-registering as a public company. – Section 52(2) CAMA.

There are instances where the law mandatorily requires that a company should be formed before a particular business can be carried out.

• Banking business - Banks and other Financial Institution Act
• Insurance business - The Insurance Act
• Mortgage business - Mortgage Institution Act
• Partnership of over 20 persons - s. 19 CAMA
• Stock broking
• Foreigners/Aliens - Nigerian Investment Promotion Act. S. 54 & 56 CAMA.

If an information or charge is to be filed, the jurisdiction of the court must be determined.

What does it mean for a court to have jurisdiction?

Power of the court to hear and determine a matter. There are various types of jurisdiction:

• Original or appellate
• Concurrent and exclusive
• Co ordinate and supervisory: supervisory is the power of judicial review.
• Limited and unlimited:
• Substantive or subject matter and
• Territorial: A court may have substantive jurisdiction without having territorial jurisdiction. Example robbery at Imo state cannot be tried in the Enugu state High Court albeit it has substantive jurisdiction of robbery.
• Difference between procedural and substantive jurisdiction: substantive jurisdiction is the power of the court to hear that particular subject matter while Procedural jurisdiction is the process by which the complainant institutes or initiates the subject matter before the court. A defect in the procedure of commencement can be waived or amended but a Subject matter jurisdiction cannot be waived as the court ought to strike off such matter. Parties cannot confer jurisdiction on a court
• General and special.

Criminal trials are territorial. Why? It is because courts are only seised with criminal matters that was committed in that state. Secondly, Offences in a state are created by laws of the House of Assembly of the state. Thus, a state cannot legislate or make laws for another state.

Assuming an offence is committed across states, which court will have jurisdiction? Any of the courts where the series of offence was committed. Look at the case study in your class note.

Thus, a crime may be partially, substantially or conclusively committed in one state. In such case, only that state will have jurisdiction to hear such criminal matter- section 12A(1) CC An element or some elements of the crime may be committed in different jurisdictions,

As a general principle, where a crime is committed in an area and all the ingredients and elements of the offence was committed in the area, only the state of the area will have jurisdiction- Section 12A(1)

• Section 12A(2)(a)- where several elements of the crime are committed in different states, or several offences are committed in different states, those states all have jurisdiction. Patrick Njovens &ors v state
• By virtue of section 12A(2)(b) CC where all persons who committed an act or makes an omission come into another state thereafter, where no element of the offence occurs,(eg in our Scenario the offenders relocate to Enugu) upon the authority of Section 12A2(b) the state where the offenders relocated to will have jurisdiction to try the matter as the offence will be deemed to have occurred in the state.

Where an OFFENCE is only constituted under the Penal Code, it cannot be instituted in the South upon the authority of Aoko v Fagbemi, Section 36(12) of the 1999 Constituted. The court in the south will not have substantive jurisdiction.

The principle that offences are territorial has its application to the Federal High Court albeit there is only one federal High court with judicial divisions by virtue of section 19 of the FHC Act, ABIOLA V FRN. However, where an offence with all its elements was committed in a particular judicial division, then that judicial division will be seised of such matter. Except the chief judge makes an order that the matter be heard in another judicial division. Section 45 FHC Act. IBORI V FRN.

However, where offences have initial and subsequent elements in different states..the matter can be instituted in any of the states.

Jurisdiction as it relates to criminal litigation is the power of a court to entertain a criminal matter. There is a difference between criminal jurisdiction of court and criminal liability of an accused person. Criminal liability has to do with culpability of an accused person. When there is no criminal jurisdiction, the question of criminal liability will not arise. There is a difference between substantive and territorial jurisdiction.

In Ibori v. FRN, the Court of Appeal distinguished it as follows: substantive jurisdiction refers to matters over which the court can adjudicate and it is usually expressly provided by the constitution or enabling statute. Territorial or geographical jurisdiction refers to the geographical area in which matter brought before the courts for adjudication arose. Substantive jurisdiction has to do with subject matter. Territorial or geographic jurisdiction has to do with area where the matter arose. When a court lacks substantive jurisdiction, it cannot hear the matter, if it does, it will amount to a nullity.

Also, in territorial jurisdiction, courts are usually not seised of matters that occur outside their territory. Thus where ingredients of an offence occur outside the territorial jurisdiction of the court asked to adjudicate over the matter, such court will not assume jurisdiction over the offence for apparent lack of jurisdiction. See R v. SHODIPO. However, where the offence is partly committed in one state and partly committed in another, both states have territorial jurisdiction to try the offender.

See OSOBA v. QUEEN; PATRICK NJOVENS v. STATE; section 12A Criminal Code; section 4(2)(b) Penal Code

There are two types of premises for law office

• PURPOSE BUILT OFFICE ACCOMMODATION: There are many purpose built office accommodation in metropolitan cities, state capitals and semi-urban areas. They are always expensive and successful lawyers usually take this type. These are buildings purposely built for use as law office

• EXISTING BUILDING: A practitioner can convert an existing building into a law office. They may however need considerable modification to meet the requirement of an office because most of them are designed for residential use and are usually not conducive

Law office environment: the law office is best located in a serene and neat environment. It should be a place that is easily accessible to prospective clients.
How to find a law office: a law office can be found through personal search, use of agents, use of friends and colleagues, placing advertisements in newspapers and journals and looking up adverts placed in newspapers.

LAW OFFICE STAFF
Legal work is carried out in a law office by its staff.

There are two types of staff and they are:

• FEE EARNERS (lawyers): These are practitioners in the law office who earn fees for the firm. The number of practitioners in the law office depends on the size and type of office.

• SUPPORT STAFF: These are people who assist lawyers in the office. The number and type of supporting staff required in law office depends on the firm and the available infrastructure. E.g librarian, accountants, secretary, cleaners, receptionist, driver, typist, litigation clerk, security guards e.t.c.

Procedure for Selection of Staff In a Law Firm

Selection can be made by

• Test, interview
• Qualification as assumption of competence

Employment Letter and it's Contents

The Letter of employment and its contents. The following are its contents:

• Job title
• Description/ Job description
• Date of employment
• Location of staff
• Working hours
• Remuneration
• Gratuity
• Pension and other entitlement
• Annual leave
• Sickness and incapacity
• Termination of employment
• Pension and other entitlement
• Restraint of trade
• Summary dismissal

The purpose of client interview is as follows:

• To establish a relationship with the client (attorney/client).

• To elicit information from the client

• To know what the client wants to do

• To help the lawyers analyze the facts and legal problems presented by the clients

• To reduce the anxiety of the client over his matter

• To know the available alternative dispute resolution mechanisms to resort to.

The initial interview with a client is important. It goes a long way in determining whether the client would stay for good. Useful information must be obtained from the client for the purpose of giving useful advice to the client. This is so as defective information would produce a defective advice. Writers over the years have preferred different method of client interview.

Avrom Sherr three stages:

• Listening involving three tasks
• Questioning involving three tasks
• Advising involving seven tasks

Chay and Smith’s seven stage model:

• Preparation
• Commencement of the interview
• Appreciation of the client’s problem from the facts
• Identification and evaluation of available remedies
• Taking instructions from the client
• Closing the interview
• Reflecting on the conduct of the interview

Doherty suggested 13 stages. In looking at all the models, the following six stages would be adopted:

• preparation,
• welcoming,
• questioning,
• listening,
• advising, and
• closing

Preparation: the following issues are involved during the preparation stage:

• Making an appointment: It enables adequate time for preparation.
• Research work: Once an appointment is made, an agenda of the interview is known, and then research work can be done
• Venue: The venue for the interview should be made known. The general rule in accordance with Rule 22 of the Rules of Professional Conduct, every interview is to be conducted in office of a legal practitioner subject to exceptional circumstances. These special circumstances include the following:
  (a) An aged man on his sick bed wanting to make a will
  (b)An accused person who is in the police custody or prison custody
  (c)Instruction taken in the court (where an accused is charged before the court)
  (d)Due to information technology development, client interview via internet, telecommunication
  (e) Interview with the Governor or President: Special circumstances is not defined, thus depend on the circumstances of each case. However, this is not an avenue for lawyers to go to their client’s office and residence at will.

• Sitting arrangement: Whether the interview would be in the lawyer’s office or conference room. In sitting arrangement, there is the intimate zone, personal zone, social zone, public zone. Client interview should be between the personal and social zones. The number of legal practitioner to be present depends on the circumstances of the case. The client should be asked whether he or she would mind the presence of another legal practitioner.

• Writing materials: It is better to let the client know that you will be writing down. Thus always ask for client’s permission. Note taking should be of important points and not verbatim.

• Checklist: This is a document that contains issues that would be needed in conducting interview relating to an area of law. For instance, in Matrimonial Causes, there would be need for date of marriage, date of birth, number of issues, place of cohabitation e.t.c. Checklist is just a reminder of the area of which the interview is to focus. In using checklist, care should be taken as client may not follow it chronologically.

• Welcoming: This is an important stage in client interview because first impression matters. Should your reception be neat and your receptionist warm, your client will be comfortable upon entrance. A reception need not be an expensive set up but should be more of acceptation. Welcoming would thus involve warm reception, offering of drinks (coffee or tea), and waiting. In welcoming, having a fixed appointment becomes important and should a fixed date not be feasible, the client should be promptly informed.

• Questioning/Listening: In theses stages, two types of questioning method are always used. Open question (no restriction) and close question (restriction). Open question do not limit the scope of the answer and should be used at the beginning e.g how can I help? What brought you here?

• Advising: A legal practitioner ought to be modest when giving legal advice to his client. A lawyer is not expected to make boastful assurances. A lawyer should inform his client that his claim or defense is hopeless, if he considers it so. Rule 14(2)(e) RPC. The advice on ADR is a professional duty which every lawyer is expected to perform. Rule 15(3)d RPC. Failure to advice on ADR amount to professional misconduct.
  CONFIDENTIALITY: R. 19 of RPC & S. 192 of E.A 2011. The issue of confidentiality is to be raised at the most convenient and appropriate stage and could be raised as many times. It should be made known to the client at the beginning of the interview, and as the interview progresses, the legal practitioner needs to emphasize the issue of confidentiality to assure the client of trust. Exceptions to confidentiality is anticipated crime.

• Closing: Give a summary of the client’s story; give a summary of your own impression of the story as he told you; follow up; documents needed to be given. After the client’s interview, draw up a short letter to the client, stating what was agreed on during the client’s interview, the option available and the one that he had chosen and asked for confirmation.

RULES AND CHALLENGES OF COMMUNICATION SKILLS IN CLIENT INTERVIEW AND COUNSELING
The work of a lawyer involves communication. Even when drafting, communication is involved. This communication can either be in writing or oral. Apart from words uttered, there are other means of communication. They are tone, body language, rhythm, visual element. Hence the legal practitioner must make sure that the foregoing is taken into account when conducting client interview else relevant information might not be obtained from the client. Also part of communication skill is listening skill. Listening skill appear to be the most difficult skill.

There is active listening and passive listening. A lawyer in client interview should employ the passive and the active listening skill. This could be done by looking at your client while he is talking and nodding your head while the client is talking. It is pertinent to note that client interview is a skill that depends on other skills like communication skill. A legal practitioner in client interview could be faced with the challenge of a client restricting relevant facts and difficulty in understanding client narration of events/facts.

A client could be; a person seeking legal intervention of a lawyer; a person in need of legal services of a lawyer; anybody that enjoys the services of a lawyer. This is so irrespective of the person paying for such services. The duty of a legal practitioner to his client is broadly divided into three:

• Duty of honesty (fiduciary duties)
• Duty of skill and care
• Duty of professional secrecy and privilege (duty of confidentiality)

Duty of Honesty

This is known as fiduciary duty which implies that one party is superior to the other. In this case, the lawyer is presumed to be superior to his client, hence must be honest in dealing with the client. The duty of honesty includes the following:

• Duty of dedication and devotion to the cause of his client. Rule 14, Rules of Professional Conduct for legal practitioners (RPC). The lawyer’s time must be dedicated towards the performance of the client’s brief.
• Duty to account and report promptly when dealing with client’s property. Rule 23(2) RPC. NBA v. Akintokun (1996) 167. The legal practitioner must duly account for money received on behalf of client. The legal practitioner must not mix such money or property with his. A legal practitioner in this regard is expected to open three separate accounts; personal account, trust account, and client’s account. Money belonging to the client should be paid into client’s account.
• Duty to represent the client within the bounds of law. Rule 15 RPC.
• Duty to disclose conflict of interest. Rule 17 RPC. A legal practitioner is to disclose any interest he has in relation to the subject-matter or litigation. This interest could be developing interest for instance, in divorce cases and property acquisition.
• Duty not to breach agreement with client. Rule 18(2) RPC
• Duty not to purchase property from client due to the existence of fiduciary relationship. However purchase can be done upon fulfillment of certain conditions. Williams v. Franklin (1961) ALL NLR 218, they are: The client was fully informed (the lawyer discloses fully his interest to the client); that the client had competent independent legal advice, and that the price paid was a fair one.
• Duty not to receive legally from a client. A legal practitioner who prepares a will is not expected to be beneficiary under such will. However if the benefit or gift coming to him is not much, then such gift can stand. Farelly v. Conigan (1899) AC.
• Duty not to act as an executor/administrator/trustee and a solicitor at the same time. When a legal practitioner is an executor of a property, the law states that he cannot act as solicitor in respect of the same property. NBA v. Koku (1991)
• Duty not to accept gift, compensation, commission from opposing parties. Rule 54 RPC, except with full knowledge of the client and his consent after full disclosure. If not disclosed, it will amount to secret profit and upon revelation, would be forfeited.
• Duty to advise client honestly and candidly. Rule 15(13) b & d, RPC and duty not to file frivolous and malicious suit.
• Duty not to act for two or more clients with opposing interest at the same time. Rule 17(1) & (4) RPC. He cannot represent client when he is a party. In litigation, there is no way a legal practitioner can appear for both parties but in conveyancing, he can (Smith v. Mansi) under certain circumstances. A legal practitioner can appear against a client whom he has handled his case previously if it is a different case with different subject-matter. A previous client can be represented over and over again. In Onyeke v. Harridem Nig Ltd, the Court of Appeal stated the following: “the court frowns upon the idea of a counsel appearing for one party, say the plaintiff, at the early stage of a transaction and then turning around at a later stage of the same transaction to appear for his opponent. But, where the transactions are different, the court will not restrain a counsel from changing sides”.
• Duty not to act as a legal practitioner when he had previously acted as a judge over the matter. Rule 6(1) RPC, NBA v. Fawehinmi.
• Duty to accept brief. Rule 24(1) RPC. This is also known as the Cab rank Rule. Exceptions are:
• Where the client has refused to perfect the brief. This simply means to pay the fees agreed upon.

1. On ground of conflict of interest.
2. On religious grounds (when he is likely to appear as a witness)
3. Where the case the case is unwarranted, merely to injure the other party.

The following are conflict of interest which may cause embarrassment to a legal practitioner

• Giving evidence in a case which he acts as counsel. Rule 20 RPC that is the legal practitioner testifying as a witness, the law demands that he steps down as a legal practitioner.
• Swearing affidavit evidence on behalf of a client
• Where the lawyer’s own professional conduct is likely to be impugned
• Standing bail or surety. Rule 37(1) RPC
• Where the lawyer has to act against a close relation.
• Where counsel acts in case in which he is a party
• Acting for several accused persons with conflicting interests.
• New lead counsel replacing existing one. Rule 29
• Acting for the opposing party in an earlier but related matter
• Legal practitioner as a party in an action

DUTY OF CARE AND SKILL
Rule 16, RPC states that a lawyer should not handle a matter he knows he is not competent to handle. There is a required standard of skill and care in handling a client’s matter. If there is an impression that the legal practitioner is skilled in that area, then the duty of skill and care in such case is that of professional standard higher than the regular duty. The duty extend to avoiding delay, advising client, having control of the litigation. Rule 24(2) RPC. In Adewunmi v. Plastex (Nig) ltd. The Supreme Court stated “when the counsel has satisfied himself that he has no argument to offer in support of his own case, it is duty at once to say so, and to withdraw altogether. The counsel is the master of the argument and of the case in court and should at once retire if he finds it wholly unsustainable, unless indeed he has express instructions to the contrary. When a legal practitioner breaches his duties, he shall be liable for negligence. Section 9 of Legal Practitioner Acts. There are exceptions: in pro bono services s. 9(2) LPA; in litigation s. 9(3) LPA. Rondel v. Wosley

DUTY OF PROFESSIONAL SECRECY
Communications between lawyer and client in the normal cause of professional employment are privileged. Rule 19(1) & (2) RPC. A legal practitioner is not to reveal secret or confidence of his client, use secret or confidence of his client to his client’s disadvantage, use client’s secret and confidence to his advantage or that of a third party, unless with client’s consent after full disclosure. There are however exceptions to the rule

• Non-confidential information (notorious facts)
• With the consent of the client after full disclosure
• Where the rules or law permits
• Intention to commit crime and information necessary to prevent it. (not when the crime has already been committed)
• Inorder to collect fees or defend himself or his employee or associates against an accusation of wrongful conduct.

1. Lawyer should not charge illegally or excessively but adequately- Rule 48 &52 RPC
2. Advice his client according to applicable laws in a given transaction - Rule 15; NBA v. Akintokun
3. Lawyer must demonstrate competence and expertise in handling such transactions - Rule 16
4. Disclose any interest in the transaction or property - Rule 17 full disclosure
5. Duty to perform his part of an agreement - Rule 18(2) RPC
6. Keep communication between his client and himself privileged - Rule 19, section 192 Evidence Act.
7. Not to abandon from employment once assumed except for good cause - Rule 21
8. Not to take instruction at client's house except in SPECIAL CIRCUMSTANCES - Rule 22

8. Money collected on behalf of client shall be reported and accounted for promptly - Rule 23(2)
9. Cannot take advantage of confidence reposed in him - Rule 23(1)
10. Duty not to misappropriate clients money.
11. Duty of diligence and care- sections 8 and 9 LPA.

Lawyer may be liable in DAMAGES, REFUND OF MONETARY EXPENSES INCURRED as a result of wrong advice.

• Disciplinary Measures by LPDC, which could lead to an admonition, suspension for a period of time or Name may be struck off in severe cases.

A DEED is a document in writing, signed, sealed and delivered from one person to another which is used to convey, ratify or revoke an interest in land. It may be written in any language in any character or form. Difference between a deed and other documents in writing, documents merely in writing and is not sealed and delivered but signed.

Every contract under seal is a deed.

Uses of a deed

• To transfer legal or equitable interest( legal interest; mandatory… equitable optional)
• To ratify an interest or obligation already created.
• To extinguish an obligation or interest.
• To delegate, create or revoke power or authority conferred on another. Example Power Of Attorney.

ESSENTIALS OR FEATURES OF A DEED.

1. It must be in writing

2. It must be signed

3. There must be an intention that the document is under seal

4. Must be delivered, which is an intention to create legal relations(assignor to be bound)

5. Attestation

6. It must be franked

7. Endorsement for Governor’s consent

• DEED IN WRITING:

1. A deed must be a document in writing. Section 4 Statute of Frauds Act; Section 79 PCL; section 5 Law Reform (Contracts) Act, 1961.
2. Formerly, the deed was required to be on a particular type of paper- parchment (Vellum). Now use of a particular type of paper is not necessary. What is important is that it must be in writing

• DEED SIGNED:

1. A deed must be signed by the parties.
2. Statute makes it mandatory. See section 97(1) of PCL which provides that where an individual executes a deed, he shall either sign or place his mark on it and sealing alone shall not be deemed sufficient. Section 83(4) Evidence Act; FARO BOTTLING CO LTD v. OSUJI.
3. When is a document deemed to be signed? Either by the person’s handwriting, signature or initials, thumb print will suffice- section 93 EA 2011
4. ELECTRONIC SIGNATURE will also suffice- Section 93(2) EA 2011.
   Effect of Signature Under Signed Documents are :
   i. Unsigned document is worthless and void- Omega Bank Nigeria Plc v OBC Ltd.
   ii. Only a person who signed a document can enforce the benefits created therein.
   iii. A legal document cannot be enforced against the person who did not sign the document as such person is deemed not to be a party to it.
   iv. Inadmissible against the party who did not sign it.

• DEED SEALED

1. Prior to now, a deed must be sealed by individuals. However what the courts now look out for is the intention to seal. The court de-emphasized actual sealing.
2. Thus, the general rule is that individuals need not affix a seal as what is important is the intention to seal.
3. There are ways of implying that parties intended that the document should pass as a document under seal:
   a. Placing the actual seal. Example a signet, ring, die or engraved emblem
   b. Deducing from the face of the deed:
   • Introductory part….THIS DEED OF ASSIGNMENT
   • Operative part….NOW THIS DEED WITNESSES as follows
   • Execution….SIGNED, SEALED AND DELIVERED
   c. The EA 2011 provided that where the deed has been duly signed and attested to by the parties witnesses, it is presumed to have been sealed- SECTION 159 EA 201
   d. Use of the letters LS (standing for the latin phrase locus Sigili meaning the place of the seal. First National Security v Jones.
4. However NOTE for a company, there must be actual sealing in the presence of a director and secretary of the company. There must be actual sealing and not presumption or intention of sealing for company and corporations only. Section 163 EA, 2011 and section 98(1) PCL which both provide that a deed shall be deemed to have been duly executed by a company or corporation if its seal is affixed thereto in the presence of and attested by its secretary, director or other principal officer or his deputy.; WESTERN NIGERIA FINANCE CO LTD v. WEST COAST BUILDERS. Section 71 and 74 of CAMA.

• DEED DELIVERED

1. Delivery does not necessarily mean physical handing over of the document. The fact that there was a handover does not mean that there is delivery and absence of handover does not mean that there is no delivery.
2. It is an act done to evince an intention to be bound by the terms of the deed; intention to create legal relations. Awojugbabe Light Industries v Chinukwe
3. Words or conduct expressly or impliedly acknowledging an intention to be bound is sufficient -
4. A deed takes effect upon delivery (Unconditional Delivery) - Brossete Manufacturing (Nig ) Ltd. V Ola Ilemobola Ltd Nig., section 95(2) EA.
5. Delivery could be in escrow: intention to be bound subject to the satisfaction of some conditions like completion of money or the happening of some specified event. The legal effect is that the deed takes effect from the date of delivery and not when the condition is satisfied. Dalfam (Nig.) Ltd v Okaku Int. Ltd.
6. THEREFORE, the delivery of a deed in escrow does not mean that the party executing it can withdraw from the deed in the intervening period between the execution of the deed and the date of performance of the condition because a delivery in escrow is a final delivery. Once a deed has been delivered, even in escrow, it is too late for the party executing the deed to escape from its effects provided that the other party performs the conditions within the specified time.
7. NOTE: the date of delivery is the date the deed became effective in the case a deed is delivered in escrow.
8. The Doctrine of Relation Back applies to a deed delivered in escrow. The doctrine invalidates adverse dealings on the property by the vendor, but does not validate acts of the purchaser during the period of the escrow- Alan Estate v W.G stores Ltd.

• DEED ATTESTATION

1. Meaning: Witnessing of the deed.
2. The general rule is that attestation is not mandatory, UNLESS SO PROVIDED BY A STATUTE.
3. Thus, a deed is valid whether it is attested to or not because attestation is not essential for the validity of a deed except where the law expressly requires it.
4. However, it is necessary because:
   i. Attestation by independent persons of full age may facilitate proof of due execution where necessary- Section 154 EA 2011
   ii. May raise presumption of sealing and delivery of a deed. –Section 159 EA 2011.
   iii. Attestation of a judge, magistrate, commissioner for oaths, notary public without more raises the presumption of due execution. Section 150 EA 2011
5. However, there are certain exceptions where the law requires that certain deeds or documents be attested to. In those cases, attestation is required as a matter of law and its absence will vitiate the deed or document.

The existence of recitals in a deed is determined by the word 'IS' used in the commencement - if it is - THIS DEED OF ASSIGNMENT IS, then a recital will be inserted. If it is - THIS DEED OF ASSIGNMENT made this ......, then there would not be recital. Recitals starts with the word WHEREAS, no matter the number of paragraphs. Recitals can be introductory or narrative.

A narrative recital usually comes before the introductory recital and it states the root of title in the property up till the person whom it is currently vested. That it, it narrates the history of how thee vendor came to own the property in question.

An introductory recital usually comes below the narrative recital and it explains the vendor’s intention to transfer the property to the purchaser and the purchaser’s intention to acquire the property from the vendor.

Functions of recitals

• A clear recital can help clear ambiguity(s) in the main body of the document.
• Section 162 Evidence Act provides that when there is recital of fact in a document that is 20 years old at the date of the contract, it will be taken to be sufficient proof of title. Thus the statements of facts in such a recital are presumed to be true and correct. This is the ancient document rule.
• Statements of facts in a recital may give rise to estoppel against the person making them. See section 169 EA
• It is a useful way to know the history of the property and how the vendor came to be vested with the property in question.

TYPES OF DEED

• DEED POLL: unilateral deed; it involves only one party e.g power of attorney. Change of name can be by deed poll.

• INDENTURE: it involves more than one person. In sale of family land, there is the head of family and principal members, all of the one part.

Cases when a deed is required

• Transfer of interest in land e.g. Assignment- section 77(1) PCL
• Power of Attorney to execute a deed – Abina v. Farhat;
• A contract without consideration (deed of gift) – Anyaegbunam v. Osaka
• When statute require that a deed be made
• To revoke, vary, modify, amend or rectify a POA by deed. Abina v. Farhat
• Confirming right or interest that has already passed
• Vesting declaration
• Voluntary surrender
• Lease above THREE YEARS.
• Legal mortgage
• Share transfer agreement of a company

It is important to note that there are only two instances where a POWER OF ATTORNEY must be by deed. They are: where it authorizes an attorney to execute a deed and where it is to alter or modify a power of attorney granted by deed.

CASES WHERE DEED IS NOT NEEDED:

• Assent by the personal representative
• Tenancy - under three years
• Wills
• Ordinary power of attorney
• Surrender by operation of the law
• Disclaimer by executors
• Receipts not required by law to be under seal, s. 135 PCL
• Vesting orders of court; see Barclays Bank v. Ashiru
• Transactions covered by the rule in Walsh v. Lonsdale
• Conveyances taking effect by operation of law such as Appointment of trustees in bankruptcy, Admission of Will to probate, and granting of letters of administration

Particulars needed from parties in respect of deed of assignment

• Particulars of the parties (names, address, status)
• Consideration paid in respect of the property
• Survey plan, local authority and town planning authority of the area.
• Description/particulars of the property (fittings & fixtures)
• Particulars of witnesses
• Covenants, completion date, nature of transaction, capacity
• Nature of assignor's title
• Legal practitioner’s fees

A Power of Attorney is a document usually but not always necessarily under seal whereby a person (donor) authorizes another person (the donee) who is called his attorney to do in the stead of the donor anything which the donor can do lawfully spelt out in the power of attorney. In other words, is a formal legal instrument by which a person called the donor appoints the donee to perform certain lawful acts on behalf of the donor. UDE V NWARA

A power of attorney given to EXECUTE a DEED must by a DEED. See ABINA V FARHAT. Power of attorney is created by DEED when is under SEAL.

A power of attorney is created by DEED POLL because it is created and executed by one party, which is the DONOR.

Features of Power Of Attorney:
• It is an instrument of delegation. UDE V NWARA
• It does not transfer interest in land
• It is usually executed by one party (DONOR). That is, it is not inter parties
• Power of attorney is generally revocable unless it is expressed to be irrevocable
• No special mode of creation except it authorises the attorney to execute a deed
• A POA is not an instrument of transfer of title to land and cannot on its own and without more transfer valid title to land. UDE V NWARA;

Power Of Attorney is strictly and exhaustively construed. See NBA v ITEOGU. That is, on the question of the construction of a power of attorney, a power of attorney is strictly and exhaustively construed.

Differences between Power of Attorney and Contract for Sale of Land or conveyance:

1. POA does not transfer interest in land, unlike conveyance/formal contract for sale of land
2. POA is usually executed by one party, unlike conveyance/formal contract of sale
3. POA need not be exchanged to be valid, while in contract of sale exchange is mandatory unless both parties are represented by the same solicitor.
4. Consideration is not mandatory in POA, unlike contract for sale of land.
5. POA may not require Governor's consent since no interest is transferred, while conveyance requires consent since it involves transfer of legal interest.

Particulars of Information required to draft Power of Attorney:

• Particulars of the donor.
• Particulars of the donee
• Particulars of the attesting witnesses
• Particulars of the property involved
• Purpose of the POA and the powers to be donated
• Whether or not the POA is given for valuable consideration
• Whether or not the of POA shall be irrevocable
• Duration/period of the irrevocability
• Status of the donor
• Extent and scope of powers donated
• Where the power of attorney is to be used.

Uses of Power of Attorney:-

• Buying and selling land on behalf of the donor
• Collecting money on behalf of the donor
• Receiving rates, rents on behalf of the donor
• Prosecuting cases in court, except the defence in criminal cases. The accused cannot authorize another to stand for him.

Reasons for power of attorney

• Unavailability of the donor
• Ill-health or other physical impairment making it difficult for the donor to run his affairs
• Where the expert skill of the donee is required
• Maybe required where a mortgage is by sub demise in CA states.
• Secure interest of a purchaser pending the perfection of title of purchase.

It is the imparting or exchanging of information by speaking, writing, or using some other medium.

Communication (from Latin communicare, meaning “to share") is a purposeful activity of exchanging information and meaning across space and time using various technical or natural means, whichever is available or preferred.

Communication requires a sender, a message, a medium and a recipient, although the receiver does not have to be present or aware of the sender's intent to communicate at the line of communication; thus communication can occur across pace. Communication requires that the communicating parties share an area of communicative commonality. The communication process is complete once the receiver understands the sender's message.

Types of Communication
There are a range of verbal and non-verbal forms of communication. These include body language, eye contact, and sign language. Other examples are media content such as pictures, graphics, sound, and writing. The Convention on the Rights of Persons with disabilities also defines the communication to include the display of text, Braille, tactile communication, large print, accessible multimedia, as well as written and plain language, human-reader, augmentative and alternative modes, means and formats of communication, including accessible information and communication technology. Feedback is a critical component of effective communication.