Continental Chemists Ltd V Dr C.A Ifeakandu (1967)

LawGlobal-Hub Lead Judgment Report

BAIRAMIAN, J.S.C.

The above company sued the doctor for breach of contract, and has appealed from [the dismissal of its suit: (Warri No. 3/1963 decided on 28 August, 1963).

When the doctor was still a student of medicine, in November, 1956 he and the company made a contract in writing exh.2 -whereby the company undertook to give him money to complete his studies in England, his part of the bargain being that on his return to Nigeria he would serve and practise under the company continuously for five years on a certain salary scale. He finished his course in England and came back and qualified in Nigeria as a medical practitioner; he took up employment at the companys Delta Clinic at Sapele in April, 1960; the parties fell out in February and March, 1962; the company asked him to close down the clinic at the end of March; he continued running it as his own private hospital and refused to work for the company; they wrote to him in August to attend a meeting for reorganization of the clinic, and again in November to report for duty at Warri, where they were setting up a clinic, but he did not go; so they sued him in January, 1963.

The doctor made two defences-one, that in February and March the company renounced the contract, but on that issue there is no finding; the other, that the contract was ultra vires the company and void, which Ekeruche, J. accepted having regard to the objects in the companys memorandum of association.

The memorandum states as follows:

‘Objects of the Company:

(a) To import and export Drugs, Medicines, Perfumes, Cosmetics, Galenicals and Chemicals into and out of Nigeria.

(b) To buy and sell Drugs, Medicines, Perfumes, Cosmetics and Chemicals in Nigeria and elsewhere.

(c) To manufacture for sale Drugs, Medicines, Perfumes, Cosmetics and Chemicals.

(d) To compound, prepare, mix, and dispense Drugs, Medicines, Perfumes and Chemicals.

(e) To enter into any business which the directors think will increase the profits of the Company.

(f) In addition to the objects, the Company shall have powers-. To take shares in another Company or business.

1. To take shares in another Company shall have powers-

2. To borrow money and to issue bills of exchange.