The Article of Association is the functional document alongside the Memorandum used for registering a company.Section 33 of the Companies and Allies matters Act provide that one must file Article of Association with the Memorandum in order to register a company in Nigeria. It is a public document which would be submitted to the Registrar who will file both the Memorandum and the Article of Association.
The Article of Association govern the internal affairs of the company stipulating How the company is to be run and How it's various task are to be achieved.
Generally, there are two (2) type of contract of sale of land.However due to the peculiarities of the Nigeria system,there are three (3) types of contract of sale of Land.They include:
1.Open contract of sale of land
- Formal Contract of sale of land
3.Oral Contract of sale of land.
Under the Oral contract of sale of land,it is a transaction common to sale of land under customary Law.These are transaction done through the mouth.parties orally agrees to contract the sale of land and be legally bound to their agreement .The requirements of having the contract of sale of land reduced into writing does not apply for sale of land under customary /native Law.The necessary requirement are; payment of purchase price,witnesses to attest to the contract and the purchase taking possession.
The Open contract of sale of land is one that follows the requirements under Section 4 of Statute of Fraud Act 1877 which provide that there must be a memorandum or note in writing, signed by the parties for a valid contract of sale of land.The essential of a memorandum include:
1.The agreement must be in writing
- The parties involved must be stated
3.The land in question must be described.
4.The amount payable must be stipulated.
An example of a opened contract of sale of land is a purchase receipt. An illustration for an opened contract of sale of Land is;
I,John James,of plot 203 Benin receive #10,000 from Benedita of No 5 college road been an amount paid for purchase of a piece of land in Plot 23 Benin city.
Formal Contract of sale of land consist of the particular of the parties,general condition of sale and special condition of sale.(such as Balance and interest on unpaid balance ).A formal contract is more detailed contract compared to an opened contract.
- Formal Contract of sale of land
There are difference between deposit and part payment in a formal contract of sale of Land.
While deposit is a minimal sum paid with the intention to show that there is an interest to contract of sale of land.It is an insufficient amount paid compared to the total sum for the sale of land.But part payment is where a substantial sum has been made for the valid contract of sale of land.
Secondly a deposit without a condition to the contrary, can be refunded but for part payment, it cannot be refunded as the contract has been deemed to have taken place.
Thirdly,for payment of part payment the Law presume that the contract of sale of land has been sealed and finalized and Thus the parties cannot rescind.However for deposit, the parties can rescind the contract as the contract of sale of land is not yet finalized.
For the sale of land under customary Law,a memorandum or a written note is not necessary. The important factor for the valid sale of land under customary Law are
*The purchase price for the land must have been paid.The means that the complete amount for the sale of land must have been paid to the appropriate person.
*The purchaser must have taken possession of the land.possession can mean occupation.possession can be by been physically present on the land or having possession through a person for instance an agent.
*The payment and transfer of title over the land must have been done in the presence of two or more witnesses.The provision for the witnesses is to provide for person to attest to the land transaction considering the fact that there is no evidential document to attest to the transaction.
Egusi is a dish which is mostly common among the Yorubas and the Igbos. It is eaten with different dishes such as Eba, pounded yam (iyan ),wheat, rice and so on.There are different method of preparing Egusi soup. One of such process is this.
*Meat,Fish, dried crayfish
*Locust beans (iru )
*Bitter leaf or Ugwu
Pour the red oil into a clean pot and heat for two (2) minutes.Blend pepper (rodo ) with Onions.put locust beans (iru) inside the heated oil.pour the grinded pepper inside the heated red oil.Add salt and Maggi to taste.Add crayfish,meat,fish.
Put the Egusi in a clean bowl and add small quantity of water. Make sure the Egusi mixture is thick.Add the Egusi paste into the pepper sause and cover the pot for 10 minutes.
Put the bitter leaf or Ugwu into a plate and add a pinch of salt to ensure the Bitterleaf is properly washed.put the Ugwu into the egusi sauce and cover.Leave for atleast 10 minutes.
Then serve with most preferably pounded yam or fufu.
In accordance with Section 145 of the Constitution of the Federal Republic of Nigeria,the President can give a written declaration to the President of the Senate and the speaker of the House of Representative that he is proceeding on a vacation. With This the Vice President can Act as the Acting President while the President is absent.Thus the Vice President acting in the capacity as the Acting President is constitutional.
Jurisprudence look at Law from the highest level of abstraction. It consider the purpose and essence of Law. It addresses not just the ratio decidendi but also the ratio of the ratio.
Jurisprudence is difference from Legal theory in an aspect. While Jurisprudence deal with the abstract,universal questions of Law,legal theory deal with concrete and particular questions of Law such as Ownership, possession, title.
The first form of legal personality recognized by Law is an Individual (that is a natural being).
A natural being is seen as a vehicle of commerce who can engage in any commercial activities.
Thus the name of a person can be used as a business name. Where a person carry out a business in his own surname, such person need not register or be license under Companies and Allied Matters Act. As the Law already recognized such person as a legal personality known to Law.
This is provided for in PART B of Companies and allied Matters Act.
However when a person is not using his natural name,such person must register it.
In OGUNMEFUN V.NIGERIA AIRWAYS LTD (1999), the court held that failure to register a business name which is not the natural name of a person would attract penalty.
A person has exclusive right over the use of his copyrighted work. Before anyone can already use of such copyrighted work,he need to seek and obtain approval for the usage of such copyrighted work from the copyright owner. Any usage of the copyrighted work without the approval of the owner would constitute an infringement of Copyright. This represent the general principle of Law.
As it know where There is a general legal principle ,there is always an exception. There are certain exceptions to the exclusive right granted by copyright Law to the copyright owner.One of such exception is the concept of FAIR DEALING. It is similar to Fair Use which is applicable in the United state.
Fair dealing is where the Law permits copyright infringement for the purpose of criticism, review,or non commercial research. It is when the law allows the use of a copyrighted work without necessarily the consent or approval of the copyright owner.
The concept of Fair dealing is a judge made concept and Thus reliance is placed on judicial pronouncements. However it has found it way into the statutes. In Nigeria,the provision for Fair dealing is contained in Schedule 2(a) of the Copyright Act.
The concept of fair dealing is a defence for infringement of copyright. This defence can only arise once the issue of copyright infringement has been established. The onus of proof is on the plaintiff (the copyright owner)to prove that a copyright infringement has been committed.
Where the plaintiff could not establish that there have been copyright infringement, the defendant need not established the defence of Fair dealing.Once copyright infringement had been established, the burden of proof shifts to the defendant to establish the defense of Fair dealing.
Fair dealing can take different forms and they include where the infringement is for the purpose of Criticism ,Research,Commenting,Teaching . In Section 107 of the American Copyright Law,it provide that "the Fair use of a copyright work for the purpose of criticism, comment, news reporting, teaching, scholarship or research is not an infringement of copyright ".
There are certain factors to be considered in determining whether there is Fair dealing or not.They include:
PURPOSE AND CHARACTER OF THE USE: The question to be asked is for what purpose is the copyrighted work been used for?is it to compete with the original work in term of income generation or for complementary of the original work ?is it used for commercial purpose or for non profit educational purpose?where the act which is said to be an infringement is for profit making then the court will construe that as not been a Fair dealing.
THE NATURE OF THE COPYRIGHT WORK: If the defendant revivified and reorganize the work,the court would likely construe that as been Fair than where no modification was made.Where the defendant adds new substance or expand the work such would be construe as a Fair dealing.
AMOUNT AND SUBSTANTIALITY OF THE PORTION TAKEN: Where a large portion of the original work is used which constitute the main idea or purpose of the original work, the court may construe that to be an unfair dealing. How ever where a little portion of the original work is taken and improvement is made on it without affecting the original work the court may construe that as been a Fair dealing.
The EFFECT OF THE USE: One important question the court must address is whether the use of the original work is to compete with the original work or to complement it thereby adding to the field of Knowledge.
PUBLICATION: The court would consider whether the original work has been published that is made available to the public.where the original work has not been made available to the public,such will not constitute a Fair dealing. In ASHDOWN V. TELEGRAPH GROUP LTD,the court held that the court bears in mind that the consideration of public interest is paramount.
According to Lord Denning in BRADBURY V. HOTTEN, in determining what constitute Fair dealing "must be a matter of impression ". There is no hard and fast route to determine what constitute Fair dealing. It is all based on the Judges impression. In HYDE V. PARK, the court held that in determining "fairness ",the court must judge the fairness by the objective standard of whether a fair minded and honest person would deal with the copyright work in the manner in question.Each case is to be determined based on it's own facts and circumstances.
The basis of copyright protection is to confer on the owner of the copyrighted work certain financial compensation or reward for his labour and intellectual contribution to the field of knowledge alongside confer moral right on such owner.
Pursuant to Section 11 of the Copyright Act,copyright is transmissible like tangible or movable property.Copyright work can be transferred, assigned and licensed to another person.Thus transfer or assignment or licensing is allowed under the Nigeria copyright Law.
Section 10 of the Copyright Act provide that Copyright shall be initially vested on the Author of the work.Generally, the author of the copyrighted work is the person who created the work. An author is the person who put the ideas of the copyrighted work in a expressive form. Thus he is entitled to both the financial reward and the moral reward(that is recognition of been the owner and author of the work).
The question is that is the owner of a copyrighted work necessarily the author of the work. In DONOGHUE V. ALLIED NEWSPAPER, the court defined an author as a person who create the work or made the production of the work possible. He is the person who originate the prosecutable element of the work or the person who is responsible for the creation,selection or gathering together the detailed concepts, data or emotion which are found in the work.He is often but not necessarily a human being.
The owner of a copyrighted work, on the other hand ,is the person, whether human or Juristic ,on whom the right to exercise copyright control is vested upon.
There are circumstances where an author of a copyrighted work would not be the owner of the copyrighted work.One of such circumstances is when an employee create a work during the course of employment, the authorship lies with the employee but the employer is the owner of the copyrighted work. This is based on the rationale that the employer take d risk of financing the work therefore the benefit should be given to him.
Also when a work is commissioned to a person,the one who commissioned the work to another becomes the owner while the person who is commissioned is the author.Commissioning involved ordering a work to be done and an obligation to pay for the work done. This was considered in APPLE CORP.LTD V.COOPER.
Even where the author assigned or licence a copyrighted work ,he still remains the author of the work.The person he license or assigned the work to becomes the owner of the work.The question of Authorship is a question of Law and fact.It is predetermined by Law and the parties involved may not by agreement shift the authorship. It is important to note that the moral value/benefit /right is retain by the author while the financial right lies with the owner of the copyrighted work.