STANBIC IBTC BANK PLC V. L.G.C. LTD. (2025) 13 NWLR (PT. 2002) 361
ON WHEN AGENT PERSONALLY LIABLE
It is not in all situations that an agent will not be personally liable for the acts of a principal.
Where an agent exceeds the limit or bounds of his authority, such agent shall be personally liable. Also, an agent who contracts personally, even while representing a principal, can be held personally liable and sued in his individual capacity. The application of the general rule of the non-liability of an agent of a disclosed principal is finite in special circumstances. The nature of transaction between parties can place personal liabilities on an agent though his principal may be disclosed.
In the instant case, the appellant’s actions exceeded its authorised role as a capital market operator and justified the imposition of personal liability to the extent of its involvement. Exhibit “A” confirmed that the appellant was explicitly identified as a key party in the effective execution of the transaction.
[Cotecna Int. Ltd. v. Churchgate (Nig.) Ltd. (2010) 18 NWLR (Pt. 1225) 346; Balogun v. A.C.B. Ltd. (1972) LPELR-718 referred to.]
(Pp. 406-407, paras. B-C; paras. H-B)
OGBE V. OJO (2024) 18 NWLR (PT. 1969) 33
ON EFFECT WHERE AGENT ENTERS INTO CONTRACT ON
BEHALF OF DISCLOSED PRINCIPAL
Where an agent enters into a contract on behalf of a disclosed principal, the law
generally treats the principal as a party to the contract. The principal assumes all
rights and obligations arising from the transaction, and the agent is merely a
conduit through which the principal’s intentions are executed. This principle is
rooted in the fundamental doctrine of the law of agency that an agent, acting
within the scope of his authority, does not become personally liable for actions
taken on behalf of a disclosed principal.
OGBE V. OJO (2024) 18 NWLR (PT. 1969) 33
ON WHETHER AGENT VICARIOUSLY LIABLE FOR DEFAULT OF
HIS DISCLOSED PRINCIPAL
Generally, an agent is not vicariously liable for the default of his disclosed
principal. Once an agent contracts with another person on behalf of a disclosed
principal, the principal is to be held liable for acts done by the agent.