ADIZA KUBURA ADAM vs. SADICO RAHAMA COMPANY LIMITED AND SALIFU MOHAMMED

The position of the common law relating to the right of the minority members or individuals of a company to institute proceedings against the company is espoused in the celebrated case of Foss v Harbottle (1843) 2 Hare 461. The rule in Foss v Harbottle is to the effect that a court will generally refuse to entertain action by minority shareholders or individual members of a company. Where a wrong is done to the company, the proper plaintiff is the company itself except: a. illegal or ultra vires act and b. enforcement of personal rights. A member’s right to sue does not apply where the irregularity can be rectified. Mellish L.J in Mac Dougall v Gardiner (1875-76) L.R. ICH.D13 p. 25 “In my opinion, if the thing complained of is a thing which in substance the majority of the company are entitled to do, if something has been done irregularly which the majority of the company are entitled to do regularly, or if something has been done illegally which the majority of the company are...