The Registrar General Corporate Affairs Commission CAC,Hussaini Ishaq Magaji, SAN has dismissed the claim by the Nigeria Law Society through its Lawyer,Chief Bolaji Ayorinde SAN that the commission made defamatory publication on its status through This Day and Leadership Newspaper .
NLS in a letter signed by its Lawyer asked RG and the commission to retract the publication or face N5 Billion suit after 7 days ultimatum.
A reply sighted by Emporium Reporters ,CAC RG, Hussaini Ishaq Magaji in a letter addressed to the NLS Lawyer,Chief Bolaji Ayorinde,SAN said the alleged defamatory publication was not attached to lawyer’s letter to avail and give him a clearer picture of the contents of the said publication, The Registrar-General added that he was unaware that Chief Bolaji Ayorinde is the Chairman of the Board of Trustees of the “Nigerian Law Society” as nobody with that name exist in law,has NLS has not been registered by the Corporate Affairs Commission (CAC).
The RG reply read in full;
Dear Learned Silk,
RE: PUBLICATION OF “PUBLIC NOTICE STATUS OF NIGERIA LAW SOCIETY” DATED THE 6TH DAY OF AUGUST, 2024 BY THE MANAGEMENT OF CORPORATE AFFAIRS COMMISSION IN THE NATION, THIS DAY, AND LEADERSHIP NEWSPAPERS
I acknowledge the receipt of your letter dated 12/08/2024 but received on 16th August, 2024 wherein you alleged that i caused a publication to be made in connection to the Corporate Affairs Commission’s refusal to register “Nigerian Law Society” (herein referred to as NLS) A copy of this Letter is annexed herewith and marked as ANNEXURE “A” for ease of reference
In furtherance to the said letter, you have construed the said publication in a defamatory sense and demanded a retraction of the said publication with an apology on a bouquet of print media outlets.
As a starting point, the publication referred to your humble self in Annexure “A” was not attached to your letter to avail and give me a clearer picture of the contents. However, for good measure, I shall respond to your letter seriatim.
Contrary to paragraph 2 of your letter. I am unaware that you are the Chairman of the Board of Trustees of the “Nigerian Law Society” as nobody with that name exists in law having not been registered by the Corporate Affairs Commission (CAC).
The clear and incontestable fact within your knowledge is that I am the head and Registrar General of the Corporate Affairs Commission (CAC), which is a body principally responsible for the registration and or incorporation of business organizations in Nigeria I am certainly not oblivious of the decision of the Federal High Court in Suit No: FHC/ABJ/CS/482/2023 BETWEEN CHIEF BOLAJI AYORINDE, SAN, OFR & ORS (For themselves and as Promoters of “Nigerian Law Society or “Nigerian Lawyers Society, or “Association of Legal Practitioners of Nigeria”) V. CORPORATE AFFAIRS in connection with the purported defamatory publication. I am also very sure that you are aware of the seeming fact that CAC has filed an Appeal against the decision of the Federal High Court as indicated above which is now
APPEAL NO: CA/ABJ/CV/102/2024 BETWEEN CORPORATE AFFAIRS COMMISSION V CHIEF BOLAJI AYORINDE, SAN, OFR & ORS.
Pursuant to the above appeal, CAC filed a Motion on Notice for Stay of Execution, which motion is still pending before the Appellate Court
Furthermore, the Nigerian Bar Association (NBA) by leave of the Court of Appeal granted has filed a Notice of Appeal and also a Motion on Notice for Stay of Execution, which I believe have been served on you through your Counsel.
Notwithstanding the pendency of the said appeals, like CAC, I am equally astonished by the act of doing business in the unregistered name “NIGERIA LAW SOCIETY” which is a subject of appeals.
As revealed by your letter of 12/08/2024 and as described by your humble self, am now in the knowledge of the fact you are the Chairman of the Board of Trustees of the said unregistered organization, the NLS.
While I am a bit constrained to agree with your legal postulation which is to the effect that an appeal does not operate as a stay of execution, it is pertinent to note that this principle does not operate as a carte blanche Specifically, it is long settled by the Apex Court that although an appeal does not operate as a stay. However, where the appeal is entered, it becomes most desirable for both parties and the trial Court to ensure that no fait accompli is thrust upon the appellate Court.
See DAN-JUMBO & ORS V. DAN-JUMBO & ANOR (1999) LPELR- 920(SC) (PP. 14 PARAS. C) LPELR-8428(CA) (PP. 6-7 PARAS. B).
My position is very firm, your continuous action of trading under an unregistered name is an infraction and a gross violation of S. 863 (1) and (2) of the Companies and Allied Matters Act 2020, which provides thus:
“S. 863 (1) A person or association of persons shall not carry on business in Nigeria as a company, limited liability partnership, limited partnership or under a business name without being registered under this Act.
(2) If an individual, corporation, or association of persons required under this Act to be registered carries on business without registration or under a name registration of which has been refused or cancelled under this Act, the individual, corporation or every partner in the firm commits an offence and is liable on conviction to a fine prescribed in the Commission’s regulations from time to time, of N200.00 for every day during which the default continues, and the Court shall order a statement of the required particulars for the registration of the business to be furnished to the Commission for registration within such time as may be specified in the order”.
As a senior member of the Nigerian Bar Association of the status and profile indicated in your letter of 12/08/2024, a high expectation is placed on you to ensure that you uphold the sententia legis behind S. 863 (1) and (2) of the Companies and Allied Matters Act, 2020 as reproduced above and most fundamentally, having regard to the pendency of the appeals and motion for stay of execution on the matter.
Although the publication you referred to in your letter did not specify any name neither, did it mention your name, however, CAC is of the view that the NLS and its promoters which you have now clearly indicated to be the Chairman of the Board of Trustees have intentionally neglected and or refused to yield to this unmistakable legislation (CAMA).
Paragraph 6 (sic) of your letter of 12/08/2024 is grossly misconceived. I wish to reiterate in very clear and unmistakable terms that nothing is displeasing. contemptuous, ridiculous, scandalous, spiteful, derogatory, offensive, and or disparaging about my letter dated 12/08/2024, for it is a clear justification of CAC’s position
As a Senior member of the Legal Profession, I hold you in high esteem and would not ordinarily make a statement defaming you.
Contrary to paragraphs 7 and 8 of your letter, I still hold and maintain the position that I have not defamed you in any way thus, there exists no statement to retract or correct.
Contrary to paragraph 9 of your letter, I have not caused and did not make or author any offensive publication; all I did was to make a solemn demand that your organization (The NLS) await the decision of the Court of Appeal on the matter by not engaging itself in any act that is contrary to the provisions of CAMA.
Finally, as a Senior member of the Legal Profession, I hold you in high esteem and would not ordinarily make a statement defaming you.
Accept the assurance of my highest esteem.
Hussaini Ishaq Magaji, SAN
Registrar-General
