Leaked letter exposes high-stakes legal clash over Nigerian law society’s status
By Esther Agbo
A confidential document obtained from an anonymous source has unveiled a deepening conflict between the Corporate Affairs Commission (CAC) and the Nigerian Law Society (NLS), a newly formed legal association. The document, a letter dated August 19, 2024, from CAC’s Registrar-General Hussaini Ishaq Magaji SAN to Chief Bolaji Ayorinde SAN, reveals the ongoing legal tussle over the refusal of CAC to register the NLS as a recognized legal entity.
The letter was written in response to an earlier correspondence from Chief Ayorinde, dated August 12, 2024, in which he accused the CAC of defamation following a publication in several national newspapers. The publication, issued by the CAC, stated that the NLS was operating illegally as it was not registered with the Commission.
Chief Ayorinde, who serves as the Chairman of the Board of Trustees for the NLS, demanded an immediate retraction and public apology from the CAC, arguing that the Federal High Court had already ruled in favor of the NLS in December 2023, ordering the CAC to register the society. Despite this ruling, the CAC has appealed the decision and filed a motion for a stay of execution, which is still pending before the Court of Appeal.
The document read in part “In the said Judgment, the Honourable Court clearly granted all the plaintiffs’ claims and specifically directed your Commission to register the Nigerian Law Society. Your
commission has failed, refused, and or neglected to obey the judgement of the
Federal High Cort and whose judgement remains extant even though you have filled
an appeal on record. It is also noted that despite your filing of the same appeal, you
have not secured any court order to stay the direction in the judgement.
“It is therefore shocking that you will cause the publication under reference to be
made despite the above.
In the said publication, you alluded as follows:
- That you have not registered the Nigerian Law Society
ii. That the members of the Nigerian Law Society including my humble self committing an offence in breach of the law.
iii. That the activities of the Nigerian Law Society including my humble self are
illegal.
“The aforementioned statements under reference are displeasing, contemptuous,
ridiculous, scandalous, spiteful, derogatory, offensive and have the capacity to completely obliterate my unscathed reputation and image and induce public disregard and contempt for me and the Nigerian Law Society which I have the privilege and honour to serve as Chairman. Board of Trustees.”
The statement continued” Consequent to the foregoing and in view of the real injury or damage which has been caused, which is being caused and which will be caused to my reputation and the Nigerian Law Society, I hereby demand that you issue an appropriate, sufficient and public Letter of Apology in view of the fact that your defamatory statements are in wide circulation.
“The Apology which will be deemed appropriate and/or sufficient and which will be accepted by me must be done in a manner acceptable to my humble self and the Nigerian Law Society (NLS). You are therefore requested to include and publish in the Apology; (A) A detailed retraction and correction of the said false and defamatory
statements/public notice referring to my humble self and the Nigerian Law
Society [NLS] which are contained in your Public Notice dated the 5 day of
August, 2024.
“(B) A direct and clear statement declaring the statements made by you of my humble self and the Nigerian Law Society [NLS] as contained in your Public Notice dated the 6 day of August, 2024 as false.
(C) A clear and unequivocal apology for publishing the false and defamatory statements referring to my humble self and the Nigerian Law Society (NLS) which are contained in your Public Notice dated the 6th day of August, 2024.
“(D) All of the above (a, b and c) shall be published and circulated in the following
medium used by you in distributing the Public Notice dated the 6 day of August,
2024: The Nation Newspaper, Thisday Newspaper, Leadership Newspaper.”
In his letter, Magaji categorically denied any defamatory intent, asserting that the CAC’s publication was a lawful communication, emphasizing the illegality of operating under an unregistered name, as stipulated by Section 863 of the Companies and Allied Matters Act (CAMA) 2020. He further argued that until the appeal is resolved, the NLS should refrain from operating under its current name.
Magaji said, “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).”
Magaji also expressed his astonishment that a senior legal professional of Ayorinde’s stature would engage in what he termed as an “infraction” of the law. He reiterated that the CAC’s stance remains firm, warning that the continued operation of the NLS without proper registration is in violation of Nigerian law.
“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,” he continued.
The leaked correspondence highlights the complexities of the legal battle surrounding the NLS’s status and underscores the significant legal and reputational stakes involved. Both parties seem unwilling to back down, with Chief Ayorinde threatening legal action and a demand for N5 billion in damages if his requests are not met.
As the matter awaits further judicial determination, the legal community and the public at large are left to ponder the implications of this high-stakes dispute, which touches on issues of legal recognition, professional integrity, and the interpretation of Nigerian corporate law.
