NAT'L INVEST. & PROP. CO. LTD. V. THOMPSON ORG. LTD. & ORS.

• Pages: 161-172

NAT'L INVEST. & PROP. CO

. LTD. V. THOMPSON ORG. LTD. & ORS. 161

NAT'L INVEST. & PROP. CO

. LTD. V.

THOMPSON ORG. LTD. & ORS.

NATIONAL INVESTMENT &



APPELLANTS

PROPERTIES CO. LTD.

V

1.

THE THOMPSON ORGANISATION

LTD.



RESPONDENTS

2.

THE AMALGAMATED PRESS

OF NIG. LTD.

3.

ALFRED EHREN

SUIT NO. SC 192/1967

SUPREME COURT OF NIGERIA

COKER,



J.S.C.

LEWIS,



J.S.C.

FATAI-WILLIAMS, J.S.C.

11th April, 1969.

Civil Action - Practice and Procedure - Evidence cannot go outside pleadings -

Appellant confined to grounds of appeal unless amended

Company Law - Ceasing to carry on object of company is not "altering" the

objects by abandonment - Condition precedent must be pleaded - Appointment

of Receiver after failure to pay interest on debenture - Plaintiff had no locus

standi to complain - Only the second defendant company had status - No

Locus Standi as shareholder to complain of appointment of receiver under

mortgage - 2nd defendant company failed to pay money due - Execution of

mortgage by company under company's seal sufficient - Seperate facts must

be pleaded in different paragraphs - Death of Director required to be a

Director in undertaking renders undertaking at an end as this was fundamental

basis of contract - "At its discretion" must be given natural meaning of

absolute right - Bad faith immaterial in breach of contract.

ISSUES:

1.

What is the purpose of filing grounds of appeal ?

2.

Whether evidence not contained in the pleadings can be admitted.

3.

Whether the mere fact that an opposing counsel does not object to the

admission of evidence not contained in pleadings, renders such evidence

admissible.

4.

Whether the mere fact that one of the objects of a company is not carried on,

amounts to an amendment of the objects clause, excluding such dormant

objects.

5.

Whether a promissor can be exonerated from his liability under a contract in

which he made an absolute undertaking.

FACTS:

The plaintiff Company in the action claimed that the 1st defendant in the run-

ning of the 2nd defendant's company, had called a meeting at which the director

of the 1st defendant took some decisions as to the running of the 2nd defendant