VERBAL AGREEMENT BY DIRECTORS OF AN ORGANIZATION TO SHARE PROFITS WITH AND MAKE A MAN A DIRECTOR FOR THE SERVICE RENDERED BY THE MAN: IMPLICATIONS OF THE FIRM’S FAILURE TO FULFILL THE SAID AGREEMENT UNDER THE EXTANT LAWS IN NIGERIA

SCENARIO

A (Managing Director) and B were the only registered managers and stockholders of a Nigerian Company. By involving C who was expected to use both his expertise and political contacts to gain business advantage and growth for the company the firm determined to increase its business prospects notably in the public sector. B and a orally agreed that C would be made a director of the business and that gains made by the business shall be shared evenly with C. On the basis of the said agreement, C given considerably in securing a contract for the business which made A commend C’s effort vide a letter.

Therefore, C was designated and instructed to act as the Director of Business Development (DBD) of the firm and other efforts were started to ensure that C was made a director of the business as orally agreed by all the parties. But there was never any written resolution passed to make C a director was the register of directors of the firm amended.
Modo Lights
Therefore, the company secured a contract where it made a total profits of N60,000,000 (Sixty Million Naira only). Shockingly, B and A had refused to share the gains that were said with C.

INTRODUCTION

Additionally, a brief effort will be made to guide C on the strength or otherwise of his case.

LEGAL PROBLEMS

1. Whether C was in law a manager of the company.

2. Whether C can be said to be a partner with An and B.

3. Whether C was an employee or worker in the firm.

4. Whether C is eligible for share in the income made by the business

LEGAL POSITION ON ISSUES

1. Whether C was in law a director of the firm:

Usually, the issue of: who’s a director of a business is more of a question of law than fact. Section 244 of the Companies and Allied Matters Act (CAMA) describes ‘a manager of a firm registered under this Act is a person duly made by the company to direct and manage the business of the firm’. Undoubtedly, the managers’ roles are as fundamental to the wellbeing of a business just as blood is to the survival of the human body. Perhaps, for this reason special provisions are all throughout the world made by business statutes about the processes of appointment and removal of a manager.

In the light of the foregoing, it’s possible to safely say because he was never validly appointed so that C wasn’t a director of the firm. Though, C was designated as a Manager of Business Development (DBD) of the business but nothing was done to amend the necessary registers of the company at the Corporate Affairs (CAC) registry. In other words, the appointment of C as the DBD without filing crucial amendments in the company’s register of managers was a mere expression of goal that was never perfected in law.

2. Whether C can be said to be a partner with An and B:

From your foregoing statutory definition, you can say a partner is someone who carries on business with other partners that are such. It’s critical to analyze the various statutory rules that determine the nature of partnership. Section 4 of the Partnership Law provides so:

(a) ”Joint tenancy, tenancy in common, joint property, common property or part ownership doesn’t of itself create a partnership as to anything so held or owned whether the tenants or owners do or don’t share any profits made by use thereof.

(I) the receipt by a man of debt or other liquidated amount by payments or otherwise out of the accruing profits of a company doesn’t of itself make him a partner available or liable as such;
(ii) a contract for the remuneration of a servant or representative of a man engaged in a business by a share of the gain of the company does not of itself make the servant or agent a partner in the business or liable as such;… ”

From the foregoing, it really is clear that partnership is a question of express agreement between the associates because the law will not normally presume the existence of partnership between individuals doing business together. It then suffices to say that: a simple contract made with person or a servant for remuneration or sharing of business’s profits doesn’t ipso facto make such servant or man a partner.

It really is noteworthy to state that C’s case falls within the contemplation of Section 4 (c) (ii). The legal consequence of that is that C was a servant of the company who was entitled to share from the income of the company. But he wasn’t a partner in the strict legal sense.

3. Whether C was an employee or worker in the company:

It is critical to examine the Labour Law angle before contemplating the strict contractual aspect of the relationship of the relationship that existed between C and the company. Consequently, Section 91 of the Labour Act, ‘contract of employment’ means an ”understanding, whether oral or written, express or implied, whereby one person agrees to employ another as a worker and that other individual consents to serve the company as a worker”.

”… a contract of employment connotes a contract of service or apprenticeship, whether express, or implied, and if it is express, whether it’s verbal or in writing”.

Consequently, C was a worker or an employee of the company because he was indeed working for the company. To put it differently, there were enough instructions and directions given to C which point to the fact that C was working for and on behalf of the company when he worked as the DBD of the business.

From another perspective, the facts at hand can also be addressed in the strict contractual agreement sense. It truly is trite in law that parties are bound by the conditions of their deal. In the case of Akanmu v. Olugbode, the Court held as follows:

Once the offer is unconditionally accepted, a valid contract has come into existence”.

Additionally, in the instance of of Dragetanos Const. (Nig.) Ltd. v. F.M.V. Ltd & Ors., the Court of Appeal held as follows:

Additionally, in the case of Nicon Hotels Ltd. v. Nene Dental Clinic Ltd, the Court of Appeal held as follows:

” An arrangement entered into must be honoured in good faith. Equity will always impute an aim to satisfy an obligation and looks at the fixed and not forms”

In the light of the foregoing, it’s not dangerous to claim that a contract can be established between the business and C as clear in the various instructions given to C by A, the Managing Director of the firm. Of course, the activities of the parties demonstrate clearly that there were offer, acceptance, consideration and aim to create a legal relation among all the parties. Consequently, the selection of the subsequently combined efforts made by all the parties in securing a contract and the company establish a subsisting and enforceable contract among the parties.

4.

This issue deals chiefly with the determination of remuneration of C. Though, the favorable verbal understanding between the parties about profit sharing had not been comprised in any written ‘Profit Sharing Agreement’, gains shall be shared equally because parties had orally agreed it to be shared. However, it is to be noted if An and B deny their oral agreement that there may appear an evidential dilemma. It’s also imperative to add that: assuming without conceding that there was no understanding (oral or written) among A, B and C, equity will still allow C to share in the gains based on C’s sweat equity.

It was indeed wrong for An and B to completely convert all the income made by the firm.

ADVICE FOR C

In the light of the foregoing, C can sue for breach of contract of employment, or breach of contract simpliciter which can be deduced from relationship of the parties and the circumstances of the actions. As answered by the statutory provisions above, the issue of what constitutes a contract of employment is a question of law. Of course, the precise remuneration of C is equal percentage of the total gains made by the company from the contract completed by A, B and C. with C and A

Conclusion

It is imperative to say that C’s case is standing on a very weak basis in partnership law, but he may have a remedy for breach of contract of employment because there was truly an employment. Because there was indeed a subsisting contact on the list of parties more specifically as noted above, C can sue for breach of contract simpliciter,.

Illustrator is an artist who is specialized in supplying a visual representation of any kind of writing, which may take type of newspaper article, story, poem, etc. An illustrator can exactly give the description of composing into just one image or graphic. The purpose of an illustration is really to clear the complex notions or vague ideas which can be hard to describe in writing or text. Furthermore, an illustration can easily get the attention of any individual. An illustration can be used in encyclopaedia, papers, magazines, novels, ads, sites, posters, mechanical field, technical discipline, architectural field and much more.

Traditionally an illustrator used the techniques including sketches, wood engraving, oil painting, water colour painting, etc. for creating an illustration. Some of the software applications a modern illustrator uses are listed below.

f. Modo – it’s developed by Luxology and runs on Microsoft Windows & Mac OS X. It integrates various 3D painting characteristics that include airbrush, blur, smudge, clone, and more. These characteristics empower an illustrator to create pictures that are demonstrative and precise from a content that is written.

Also, this application is also used to make models and 3d animation.

Additionally, the software can be effective at modelling, animating, lighting, texturing and rendering.

It’s a 3D mechanical design software suite that’s used to create an example of various industrial products. The software can be used to exemplify various automobile versions.

– a software developed by Autodesk Inc. that’s used to create various example for video games, animated movies and TV series. The program has a wide variety of plug-ins that’s used to add various effects in the illustration including lighting, particles, fluids and much more.

Aside from the above mentioned software applications; there are many other programs that an illustrator uses these days to create precise and demonstrative pictures from written contents for any field.

It looked like a traveling penitentiary, a space grave to the onlookers; a hefty bulky projectile for the most part, as if it was shot from a cannon, a hundred-thousand years past; rustic and ancient with a technology unknown to scientists on earth. It was under observation for one hundred years. The first year there were lights on, inside it, so the records read on earth’s daily log. In the projectile were two bodies. Obviously, they’d perished in there and that was that; and thus, world left it flow within its nestled orbit around the planet’s moon, as it had fallen into it, one-hundred years until this time; this was kind of a present to the ancient astronauts within the tomb one might say. As I mentioned before, it’d been orbiting for one hundred-years, and the telescope that was monitoring it was high. And after such a time, interest, of over a billion earthlings had considered this bullet shaped tomb, like their stray cat, today found and being taken care of.
Jason Miller Modo Chandelier
This projectile had been watched from world by a gigantic telescope; the job was called, “Project Space Tomb.” And there were three scientist involved. One from America, Tom Macare, one from Peru, Toño Guedes (head of the Observatory, although Tom, whom got the funding from American businessmen, believed he was the manager most of the time, and therefore, fought with the Peruvian), and Milam Thomas, from England, whom was partly Welsh, so he maintained, was the person who appeared to be putting out the spats between the three, notably Tom and Toño. It was data collecting of its motions, an ongoing research project and chemical make-up, along with metal contents. One of the aims was to try to figure out where it came from lest you get an uproar from interest groups on earth — without disturbing the sanctity of the grave itself. Every group on earth, attempted to claim the Grave as belonging for their ancestors: from the Maya of Mexico and Central America, to the pre-Inca cultures of Peru, and all the way to the North American Indians; and from across the Atlantic Ocean all the way to Egypt, the Egyptians asserted it; and even the Jews maintaining it might be part of the Lost Tribes of Israel–to mention a few.

The best scenario they could come up with was the ship that is projectile was from, perchance, Mars; but it would be older than dust. A hundred years looked little to no time at all; even 100,000-years didn’t seem long in such a development. A form of hieroglyphics [symbols of an unknown origin]. That is why the Maya archeologists and anthropologists of Egypt figured it could be of their ancestry.

Regardless, it did perfectly like a navigated asteroid, making its home for a hundred years thereof. It was the year 2125 AD, the Tomb as the scientist referred to it, was having its birthday today, July 1; it was one-hundred years of age according to the planet’s paperwork. Tom, the American scientist, along with Milan, the Englishman, and Toño, the Peruvian, were spellbound to see the Tomb resurrect itself.

The Tomb’s windows in the projectile were no longer frozen, heat had returned to the projectile. It was 99-years since man had seen light. How could this be, Tom deliberated, looking greatly into the face of the telescope; NASA had decided to infringe it without notifying them, or maybe an alien ship –were his first ideas.

For the most part, He was obsessed with the event happening, and his mind switched from one thought like a child with a toy that was new. Another thing that took place was the bottom of the projectile had opened up. This is even more amazing for they saw no other space crafts about, so, what took place in the grave? Or even better, what was taking place. Apparently the beings within the container were clearly in some kind of hibernation state. But how did the two beings survive more or a hundred years, was the next question which was going on in all three minds of the scientists; if indeed they did survive, and what they were seeing was not a group-delusion. For after years of looking at the Tomb, they all worried they could end up having some sort of mass illusions.

Inside the tomb, fatal dark, it was dim for 99-years, so the earth that is whole thought.

“It’s light,” he said in a calm and leveled voice–escalating, saying it several times, as both of the other scientists looked curiously at him. Each of the scientists took their turns watching the events unfold.

  Jason Miller Modo Chandelier How to Waste Money and Annoy Potential Customers
Why do some companies bid on keywords for products they don’t even sell? Or don’t provide the basic information people should decide to purchase? I go to Google and select the top Sponsored Link in the right column: Expo.com. I’m taken to their “Light and Fans” page. No lamp shades, although there are 29 links in the left navigation. So I do a keyword search. All I can do is wonder why they wasted my time and their money, and proceed to the following advertisement.CLOSE, BUT NO CIGAR.Clicking on the second ad takes me to a home page with a “Protections” tab. I arrive on a page with information about sizes and a link to the lamp shade collection and click on that.
Jason Miller Modo Chandelier

Jason Miller Modo Chandelier I start browsing and locate one I am interested in. The text instructs me to “Click on lamp image for detail.” I figure they mean lamp shade picture. I click, and to my surprise, I view the exact same thumbnail I was looking at, but now I have four color selections and an “advertisement to shopping cart” button.OK, I’m a designer. I could appreciate subtlety. But what’s the difference between White, Off-White Beige, and Coffee? All this website shows me is just a little gray photo– but “Dirty” is not one of the color choices. I see the toll-free phone number near the top of the page. I phone (during their regular business hours) and get voicemail. They say my call is extremely important to them, but I am not too certain… THIRD TIME’S THE ATTRACTION?Back to Google, click on another ad which takes me to a page with lamp shades (YAY!). Even so, I don’t see exactly what I want, although I can sort by nine different criteria. There is a link to talk to a lighting consultant. I telephone, although I am cynical. The telephone is answered by someone! I describe what I want and I’m told I want a custom shade. This company doesn’t make them, but I am referred by the adviser to two other sites where I can purchase custom made shades. Even though I did not locate what I was searching for I actually appreciate this experience. Take into consideration their needs and do everything you can to fulfill with them. If you’re advertising a product for sale it should be accessible in your website. If you expect people to make a choice, provide graphics and the info they must feel comfortable making a decision. As well as if you can not make the sale you can and should offer a customer experience that is good because there’s always tomorrow.
Jason Miller Modo Chandelier

HINTS TO TAKE AWAYIf you place an ad for a merchandise your site should sell that product. Do not waste your cash bid on keywords for products you don’t sell. They should be taken into a relevant landing page if someone clicks on your own ad,. Do not make folks hunt around or do a Search on your website. Show them what they’re searching for right away. Give them the information they must make a decision that is good. Do not expect them to think what your product is “really” like.
Jason Miller Modo Chandelier
Barry Harrison is the author of “REDiTIPS” eMarketing Newsletter and a partner in Resolve Digital, Web Strategies for the Real World.Visit his site at  See more small business hints at our website