The Court of Appeal in Lagos has directed the Corporate Affairs Commission (CAC) to revoke the certificate of registration issued to ‘KPMG Professional Services.’
In a unanimous decision delivered on Thursday, the appellate court granted the reliefs sought by KPMG Nigeria in its suit against the CAC and KPMG Professional Services.
The lead judgment was delivered by Justice Abdullahi Mahmud Bayero, with Justices Abimbola Obaseki-Adejumo and A.M. Talba concurring.
In 2002, CAC registered KPMG Professional Services as a corporate entity, despite the prior existence of KPMG Nigeria, which encompasses KPMG Audit (registered in 1969), KPMG Consulting (1969), and KPMG Tax Consultants (1990).
KPMG Nigeria, dissatisfied with what it described as a “deceptively similar” registration, challenged the CAC’s decision at the Federal High Court, arguing that “KPMG Professional Services” infringed upon its long-established identity.
However, in 2005, the lower court dismissed KPMG Nigeria’s case, siding with the second respondent, KPMG Professional Services. It based its ruling on claims — drawn from newspaper reports — that KPMG Nigeria had merged with Akintola Williams Deloitte, thereby forfeiting rights to its name. The lower court even ordered that KPMG Nigeria’s name be removed from the CAC register.
In its judgment, Justice Bayero ruled that the lower court erred by relying solely on newspaper publications to conclude that a merger had taken place between KPMG Nigeria and another firm.
“In any event, the only branch of KPMG, if any, that entered into a merger with Akintola Williams as stated in the newspaper articles, is KPMG Audit,” he held.
“The other spheres were totally unaffected. It would therefore be wrong to state that the merger (which has not been shown to this Court) of KPMG Audit with Akintola Williams means all the other areas of business, including KPMG Consulting and KPMG Tax Consultants, also ceased to exist.”
The court noted that no credible evidence of a merger was presented before the lower court, and that the mere reporting of a merger in the media could not be taken as fact.
“Even if the Appellants (KPMG Nigeria) had ceased to do business as the Court seemed to have held, the 2nd Respondents (KPMG Professional Services) should not have been carrying on business until the Appellant’s certificate of registration is withdrawn or set aside,” Bayero continued.
“They cannot use the name until the Appellant’s certification of registration is withdrawn or set aside. They cannot use the name until the name is removed from the 1st Respondent’s (CAC) Register of Names.
“The 1st Respondents can only assign the name to the 2nd Respondents after first taking it away from the Appellants.”
The appellate court ruled that the CAC acted in error by registering KPMG Professional Services while a legally recognized business name was still on its register.
Consequently, the court set aside the earlier judgment of the Federal High Court and reaffirmed the legal protection granted to existing business names under Nigerian corporate law.