Bernard Longe v First Bank Plc: Unsettling Settled Principles of Employment and Corporate Law

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ABSTRACT

Bernard Longe v First Bank Plc: Unsettling Settled Principles of Employment and Corporate Law

Akintunde Emiola* and Idowu A. Akinloye**

This article critically reviews the Nigerian Supreme Court’s decision in Longe v First Bank PLC. It argues that the failure of the Court to meticulously consider the effects of suspension on a director who is also an employee of his company and to distinguish between executive and non-executive director led the Court to a wrong decision in the case. It argues that the decision of the Court unsettles established and settled principles of corporate and labour law and, therefore, calls on the Court to review its decision at the earliest opportunity.

Keywords: Supreme Court, Director, Company, Employee, Executive, Non-executive.

INTRODUCTION
In a way, the case of Bernard Longe v First Bank of Nigeria Plc₁ is both significant and sensational. Parties to the case might have since forgotten it, but its echo still resonates with emotions in legal and academic circles.₂ Why? On 10 March 2010, the Supreme Court of Nigeria delivered judgment in the case on appeal, which was stupefying and bewildering because, like ‘a bull in a china shop’, it unsettled settled principles of corporate governance and that of the law of employment.

But some scholars hailed the judgment because they believed it was ‘the first time in the history of labour law in Nigeria that the apex court held that an employee in a private₃ employment could be reinstated.’₄ However, the issue of reinstatement is not the focus of this discussion. This review primarily argues, among other issues, that the Supreme Court failed to adequately and effectively consider the implication of suspension of a director who is an employee of his company. The Court also failed to appreciate the different categories of directors and the legal status that each category has in the company

* KSC, LL.B (Lond), LL.M, Ph.D., BL. Emeritus Professor of Business Law and Former Dean of Faculties of Law, Ambrose Alli University, Delta State University, and Niger Delta University.
** B.Th, LL.B, LL.M, Ph.D., BL. Lecturer, Faculty of Law, Ajayi Crowther University, Oyo, Nigeria.

1.  [2010] 6 NW LR (pt 1189) 1.
2. Misthura Otubu, ‘Longe v First Bank of Nigeria PLC [2010] 6 NW LR (pt 1189) 1 SC.: An Ethical Twist’ (2017) 1(1) Unilag Law Review; B Atilola, ‘Expanding the Frontiers of Employment with Statutory Flavours: A Review of the Supreme Court’s Decision in Longe v First Bank’ (2011) 5(3) Labour Law Review 1; Omolola Coker, ‘Supreme Court Rules on Removal of Managing Director’
   accessed 23 February 2022 OD Amucheazi and EA Oji, ‘Reinstatement of a Dismissed Employee in a Contract of Employment: A Case Review of Long v First Bank of Nigeria PLC’ (2010) 4(2) Labour Law Review 19; PI Iweoha, Esq. PE Oamen, Esq. MI Anushiem and U.M.J Ekeneme ‘Longe v First Bank of Nigeria Plc: A view in Support of the Supreme Court Decision’ (2016) 4(1) Madonna University Law Journal 76-89.
3. Italics for emphasis.
4. See SO Tonwe (ed), Saved to Serve: The Academic Biography of Professor Akintunde Emiola (Amfitop Book. Co 2018) 179, 180; See also Misthura Otubu ‘Longe v First Bank of Nigeria PLC [2010] 6 NW LR (pt 1189) 1 SC.: An Ethical Twist’ (2017) 1(1) Unilag Law Review.

THE GRAVITAS REVIEW OF BUSINESS & PROPERTY LAW VOL.13 NO.1