…says, KPMG Professional Services had no legal right to operate under that name.
LAGOS, NIGERIA – The iNews Times reports that the Court of Appeal in Lagos has voided the registration of the business name “KPMG Professional Services” by the Corporate Affairs Commission (CAC), ruling in favour of KPMG Nigeria after a prolonged legal contest over corporate identity rights.
In a unanimous decision, Justice Abdullahi Mahmud Bayero granted all four reliefs sought by KPMG Nigeria in its suit against the CAC and the entity registered as KPMG Professional Services, declaring the contested registration unlawful and misleading.
The court held that the CAC acted in breach of the Companies and Allied Matters Act (CAMA), particularly Section 662(1)(d) of the repealed 1990 Act – now Section 852 of CAMA 2020 – which bars the registration of business names likely to deceive or mislead the public.
KPMG Nigeria, a longstanding player in the audit, tax, and consulting sectors, first filed the suit in 2002, challenging the CAC’s decision to register a similarly named entity that it argued infringed on its established corporate identity.
Although the Federal High Court had initially dismissed the case in 2005 – citing an alleged merger between KPMG Nigeria and Akintola Williams Deloitte, which it claimed dissolved KPMG Nigeria’s exclusive claim to the name – the appellate court found that conclusion legally flawed.
The Court of Appeal ruled that no binding merger agreement had been presented in evidence, dismissing media reports relied upon by the lower court as insufficient proof of any formal merger or corporate dissolution.
“It is only a merger agreement that can determine the nature and scope of a purported merger,” Justice Bayero stated in the judgment. “What is evident here is, at best, a functional collaboration or partial merger of KPMG Audit – and even that lacks proper legal documentation.”
The court underscored that KPMG Nigeria had established clear precedence in the use of its name, citing the incorporation of KPMG Audit in 1969, KPMG Tax Consultants in 1990, and KPMG Consulting thereafter.
It held that the CAC lacked the authority to register a name that was confusingly similar to an already registered entity.
“The registrar cannot assign a business name already held by another entity. One cannot give what one does not have – nemo dat quod non habet,” Justice Bayero ruled.
Consequently, the court declared that the entity known as KPMG Professional Services had no legal right to operate under that name. It ordered the CAC to expunge the name from its registry and revoke its certificate of registration.
The court also imposed a perpetual injunction restraining the entity from trading under the contested name and ordered an inquiry into possible damages and profits accrued while using the disputed identity.
The counterclaim filed by the second respondent, KPMG Professional Services, was dismissed in its entirety.
The ruling marks the end of a two-decade-long legal battle over corporate name rights and is expected to have implications for future business name registrations in Nigeria.
