Introduction

According to Black’s Law Dictionary, partnership is a voluntary association of two or more persons who jointly own and carry on a business for profit. In the case of Ezejesi v. Ezejesi (2008) LPELR-4476(CA), the Court of Appeal handed down the following principle:

“Partnership may be established by parol evidence but not necessarily firmly in writing but still, the terms of the partnership agreement must be spelt out clearly by the parties. These include, the name of the partnership; the duration of the partnership; the capital needed and its provision in cash and other assets; the firm’s banking account and the drawing of cheque; the sharing of profit and losses; duties and attention to business and management. It may also be necessary to make provisions for the dissolution of the partnership by effluxion of time or death.”

Usually, the case of husband and wife presents some difficulty. Not for the law basically, but for couples who oftentimes assume that the underlying principles governing partnership arrangement do not apply to them. So, when the marriage is rosy, the couple engage in all manner of mutual undertaking, mostly unwritten, for the betterment of the family. But when the storms are up, either, or both of them begin to take selfish steps prejudicial to the interests of the other. In such circumstances, the law does not concern itself with the failure of love but will definitely move to protect the proprietary interest of both parties in the business.

We cannot authoritatively confirm who amongst men and women are more prone to suffer this prejudice, without running the risk of committing the fallacy of statistics. However, what we do know is that both men and women are at the receiving end. In the recent Supreme Court case of Okin v. Okin [2019] 11 NWLR (Pt. 1682) 138, a woman was the victim. In the older case of Nwankwo v. Nwankwo [1995] 5 NWLR (Pt. 394) 153, it was a man. Both cases have nearly similar facts but we shall focus on Okin v. Okin because it is more recent.

Facts of Okin v. Okin

The interesting facts of the case [which were better narrated by the Court of Appeal, per Onyemenam, JCA in Okin v. Okin (2016) LPELR-41165(CA)] are as follows:

The 1st Appellant (Prof. Theophilus Adelodun Okin – “the Husband”) was the husband of the Respondent (Mrs. Agnes Iyeba Okin – “the Wife”) who was in the service of running the two educational institutions to wit: Kinsey Academy and Kinsey College of Education for the Husband. The administration of the educational institutions under the head of the Wife was at a time challenged on financial obsession of the Wife which accounted for her disengagement by the Husband from the service of the two institutions. The Wife challenged her disengagement on the ground that, the schools were ran under a partnership arrangement with the Husband. She therefore called for a dissolution of the partnership, winding down the affairs of the two educational institutions, the liquidation of the assets and liabilities of the schools and ultimate sharing of the liquidated assets equally between her and the Husband.

The Wife’s case was that, she was a staff of the Uthman Dan Fodio University Sokoto when she met the Husband and they got married in December, 1994. After their marriage in 1994, she retired from the service of Uthman Dan Fodio University and relocated to Ilorin to co-found the Kinsey Academy with the Husband between 1997 – 1999 when the School took off. The Wife invested all her retirement benefits and savings in the establishment of Kinsey Academy as well as transferring the furniture of her former private school in Sokoto for the takeoff of Kinsey Academy. On his part, the Husband donated his building consisting of a block of two flats located on eight-plots of land. The Academy made progress and more properties were acquired from the neighbourhood for expansion. Both Husband and Wife were joint signatories to the School’s account. Between 2008 and 2012 the Wife and the Husband applied for and got approval to establish Kinsey College of Education which took off in 2012 and was subsequently registered.

The running of the Schools was carried out by the Wife while the Husband took charge of infrastructural and physical development. Things went on well until sometime in 2012 when the Husband unilaterally decided to cede the School’s premises and structures for use to establish Grace Ownes University owned by Dr. Isaac A. Okin, a younger brother of the Husband based in USA, to which the Wife vehemently opposed and resisted. The disagreement between the couple over the establishment of Grace Owens University on Kinsey School’s premises not only led to the purported dismissal of the Wife from the Kinsey Schools allegedly as Registrar, but also to the collapse of the marriage between the couple. The Wife subsequently challenged her purported dismissal and banishment from the Kinsey Academy and Kinsey College of Education, Ilorin before the Ilorin Division of the Federal High Court. The trial Court entered Judgment in favour of the Wife, declaring that the couple were in a partnership and that the Wife was eminently and validly entitled to 50% share of the assets. The Court ordered financial account to be rendered and dissolved the partnership. The Husband’s appeal up to the Supreme Court was unsuccessful.

Whether the existence of partnership could be inferred?

At the Supreme Court, the issue arose as to whether the existence of partnership could be inferred between the couple. In answering the issue in the affirmative, the Supreme Court was persuaded by the following uncontroverted facts (amongst others) which the apex Court considered as proven – that is, the incorporation documents were signed by the couple; the word, “Kinsey” in the business names (Kinsey Academy and Kinsey College of Education) was a coinage from the couple’s individual names (Husband’s surname, Okin, and the Wife’s maiden name, Bossey); the couple were joint signatories to the accounts of both institutions; and they acquired properties in their names. The Court came to the conclusion that the existence of partnership between the couple was rightly inferred.

Further arguments

The Husband raised some further arguments at the Supreme Court to the effect that the decisions of the lower Courts were perverse in that same were aimed at killing the business of the adjudged partnership which were two institutions of learning where future of many students still hanged at the time; and that the decisions only aimed at the capital and gains of the partnership but failed to consider the existing liabilities/losses of the adjudged partnership (which the Husband was then exposed to bear alone).

In the view of the Supreme Court, the above further contentions were however caught by some technical rules of procedure as the Husband failed to argue same at the Court of Appeal and also failed to obtain leave of the Supreme Court to argue same.

Interestingly, while the Husband failed to properly argue the issue at the Court of Appeal, the Court of Appeal made a pronouncement touching on the contention which the Husband considered unfavourable. The Supreme Court held that the Court of Appeal was “on a voyage of its own” in making the pronouncement. The Supreme Court ultimately declined jurisdiction to delve into the issue.

Technical decisions such as the one on this further contention always leave a sour taste in the mouth, notwithstanding its soundness. Since the Court of Appeal decided to go on a voyage of its own, perhaps the Supreme Court could have relaxed the rules and considered the points.

Conclusion

What would be the fate of the students, really? Well, the couple should have put this into consideration throughout the years of legal battle if they, especially, the Husband, truly cared. For the umpteenth time, there are many ways to effectively deal with issues to safeguard the interests of all stakeholders at all times. Litigation does not always solve all problems! This instant case would have been resolved by mediation. The chances were high. Beyond this, there are certain businesses such as school business (especially higher institutions) that ought not to be run like a mere family supermarket or restaurant. The stakes are too high. Proper structure must be in place. This is sacrosanct.

Finally, we have clearly seen that partnership principles are upheld by the courts and the case of married couples is not different.