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In the complex realm of criminal law, the question of accomplice liability in conspiracy cases often raises intriguing debates. The case of Jimoh Ishola, famously known as Ejigbadero, v The State (1978), sheds light on the pivotal juncture where a mere spectator of a conspiracy might transition into an accomplice to the resultant offence.

Understanding the Issues around Conspiracy:

Central to this debate is the blurred line between mere knowledge or presence in a conspiracy and active participation. When does a person contribute to the commission of an offence? A spectator’s liability hinges on the threshold of involvement in the planning or execution of the unlawful act.

Rules of Law:

The ruling in Jimoh Ishola v. The State offers insights into the transition from a passive observer to an active participant. It underscores that knowledge of a conspiracy alone isn’t sufficient to establish culpability. The crucial element lies in whether the spectator willingly and knowingly participated in the conspiracy’s execution or provided substantial assistance that led to the offence.

A person is a criminal offender if they fall within the following category of offenders:

1. Every person who actually does the act or makes the omission which constitutes the offence;
2. Every person who does or omits to do any act to enable or aid another person to commit the offence;
3. Every person who aids another person in committing the offence;
4. Every person who counsels or procures any other person to commit the offence is guilty of the offence.

Everyone, therefore, who falls within any of the categories (a) – (d) is a participant in the actual offence, that is, an accomplice. The party who falls within (a) is the perpetrator of the offence; the one who falls within (b) prepares the way for, or facilitates the crime; the one who falls within (c) assists in the preparation of the crime and, the one who falls within (d) foments or incites its commission.

Potential Defenses to a Conspiracy charge:

Establishing innocence amidst allegations of conspiracy-turned-accomplice often rests on several key defenses:

1. Lack of Intent: Demonstrating a lack of intent to participate actively in the conspiracy or the commission of the offence.
2. Non-Contribution: Proving the absence of any active involvement, contribution, or encouragement towards the unlawful act resulting from the conspiracy.
3. Withdrawal: Substantiating withdrawal from the conspiracy by actively disassociating oneself from the planning or execution before the offence occurred.

Conclusion:

The case of Jimoh Ishola (Ejigbadero) v. The State serves as a cornerstone in understanding the transition from being a mere spectator of a conspiracy to become an accomplice in the resultant offense. It reinforces the necessity to establish active participation or contribution beyond mere awareness to attribute liability.

In the intricate web of criminal law, this precedent underscores the need for a nuanced evaluation of individual involvement in conspiracies. It prompts a careful consideration of intent, actions, and the threshold of participation required to deem a spectator an accomplice to the offence arising from a conspiracy.

Ultimately, this legal precedent highlights the importance of a comprehensive understanding of accomplice liability, emphasizing the critical distinction between passive awareness and active involvement in criminal conspiracies.

Are you about to start a property transaction?

Talk to us about Deeds of Assignment

Assignment defines a legal transaction where an individual, the “assignor,” transfers rights, property, or other benefits to another person. This receiver is known as the “assignee”. When a right is assigned, the assignee enjoys all the rights that were enjoyed by the assignor. They are also required to perform all the obligations that were performed by the assignor

The concept of assignment is used in both contract and property law. It basically means a sale of legal rights.This means that a few important rules apply to assignments.

First, you cannot validly assign what you do not legally own. Even where a person is the equitable owner of a property, the right to assign the property still remains with the legal owner.

To appreciate the importance of a deed of assignment, we first have to distinguish Legal ownership of a property from equitable ownership.

What is Legal Ownership?

Legal Ownership or Title refers to ownership that is properly registered with the government. True ownership requires legal title.The documented property owner, as visible through the public records,is deemed to have the right to use, maintain and control the property. The bundle of rights that comes with land ownership include:

• Mineral rights
• Easement rights
• Development rights
• Possession and control
• Exclusive use
• Conveyance rights
• Right of disposition

You may assume that your ownership of a property is complete with legal title, but this is not always the case. Another party may have equitable title, restricting some of the ways you can use and enjoy the property.

What is equitable ownership?

An equitable interest indicates a beneficial interest in the property, which the holder claims on equitable grounds. For example, the interest held by a trust beneficiary. Equitable ownership gives the holder the right to acquire formal legal title; however, it is not “true ownership”. In other words, someone with equitable title could not argue that he or she was the legal owner or possessor of the property in a court of law.

Equitable title does, however, grant the person more consistent control over the property. While equitable title does not actually transfer ownership of the property. It gives the individual or entity the right to the use and enjoyment of the property. When purchasing a piece of property, it is important to gain equitable title. This will come with the right to obtain full ownership and property interest in the future. 

The main difference between an equitable title and a legal title is that the latter is the only one that gives actual ownership of the property. You do not acquire legal ownership until you register your deed of assignment with the relevant lands registry.

In order to ensure that your property transaction is complete, you should make sure you sign a Contract of Sale with the Equitable owner of the property, and a Deed of Assignment with the Legal owner of the property. Sometimes, legal and equitable ownership resides in the same person. However, in other situations, legal ownership might reside in one person, while equitable ownership resides in another person. This usually occurs where the seller purchased the property from the Legal owner or someone who purchased from the legal owner.

The Importance of A Deed of Assignment

Now that we understand the distinction between legal and equitable ownership of property, we can examine the importance of a deed of assignment in property transactions.

As we stated above, a deed of Assignment transfers legal ownership of property from one person to another. Upon registration, it serves as a valid root of title to the property. Thus, the purchaser can exercise all the legal rights of an owner.

However, where a deed of assignment is not executed, or the deed is not registered, the buyer only acquires an equitable title. Consequently, this is the maximum title they can transfer to another person. This means the legal owner may still be able to transfer valid legal title to a third party. The courts may uphold the transaction if it is established that the 3rd party purchaser had no notice of the prior transaction.

Rescue is a necessary intervention when a company is insolvent to prevent the company from failing. Put differently, a rescue can be referred to as a remedial action taken when the corporation is in distress. To restructure its affairs the corporation needs an arrangement with its creditors considering that it may not afford to pay everyone.

The end results of a rescue can often be referred to as arrangements, restructurings or reorganizations. Globally rescue is becoming widely accepted and liquidation is only considered as a tool of last resort when the rescue process is unable to bring the company back to solvency.

State of economic

The corporation is an abstract entity that carries on an economic activity called a business. As a result of this, the corporation is separate from the business it carries on. The directors or managers of the corporation run the affairs of the company and are responsible for making major decisions in the corporation.

The output of managerial duties such as good decision-making, improved productivity or sustained financial viability reflects the efforts the directors put in running the company’s business. 

Conclusion

This sale of the business to a healthy entity will enable the corporation to offset its debts with the money recovered from the sale whilst preserving the going concern value of the corporation. The sale will increase the likelihood of success of the business by obtaining the control of the corporation from the ineffective directors and officers as the success of every business lies in the hands those who call the shots in that business.

The sale of the business as a going concern to a third party not only benefits the business but also serves public interest as it preserves economic relationships with the employers, suppliers and other stakeholders.

However, the root of the problem lies in the management of the corporation and not in the corporations’ business. To rescue this company, the sale of the business as a going concern to pre-filing creditors or to new parties may bring the company to a healthier state especially when the new owner brings in capital, new operational expertise, new management skills and other benefits to the business. The sale of the company as a going concern would give a new opportunity to the company to succeed at the business through a new entity and management.

A company is said to be insolvent when its available assets are insufficient to satisfy claims against it on the due date. 

The insolvency law compels the debtor to choose whom to pay amongst the creditors considering that there is not enough money to go round. The law determines the process of maximization of value by deciding who gets paid out and whose debt will remain unpaid.

An important indicator of a country’s economic strength is the resilience of its businesses, as evidenced by their ability to survive insolvency, reorganize, and return to profitability. Before a rescue process is commenced, it is important to determine the viability of the company to avoid deferred liquidations.

When a viable corporation is insolvent, the going concern of the company should be preserved because the corporation is worth more to its creditors alive than dead. When a corporation is not viable, the swift sale of the assets as a going concern has the same purpose of rescuing the business to maximize value for its creditors.

Corporations need credit when the available capital is insufficient to boost the profitability and development of the business. Creditors, who believe in the objects of a corporation, invest their resources with the hope to benefit from the returns when they are due.

 To secure their loans, some creditors obtain a security interest in the assets of the corporation as collateral. Generally, the existence of secured credit should, all things being equal, increase the overall availability of credit and reduce borrowing costs across the economy. Creditors run certain risks when the company becomes insolvent and is unable to repay these loans.

In conclusion, there are certain normative attitudes that arise from the existence of a debtor creditor relationship such as an obligation to save the company during insolvency knowing that all the assets of the corporation at the time will not be able to satisfy claims against it. Insolvency law provides for a rescue option that protects the debtor and its assets by helping the debtor reorganize its business to enable it satisfy all the claims against it.

In recent times, the reason why corporations enter into insolvency has been attributed to poor corporate governance. When a corporation is insolvent the creditors incur losses and the employees of the corporation fear the loss of their jobs. Insolvency laws provides for investigation into the failure of the corporation by the liquidator and sanctions are placed on the directors and officers for their acts or omissions in relation to their fiduciary duties to the corporation.

What are the things that are likely to cause insolvency:

Cash Flow

Bad financial management and having a consistent lack of cash can be one of the biggest causes of insolvency.

Not having enough money in the bank to cover monthly expenses such as payroll and rent as well as any unexpected costs, can eventually land a business in hot water. Sales can fluctuate from month to month, and failing to have a substantial buffer to cover you during a particularly quiet period can lead to a business’s demise.

Lack of reliable financial information

Without an in-depth understanding of the financial movements of your business, it’s impossible to know how well it is doing. This is when problems creep in. Having good business and cash flow forecasts in place is crucial if you want to avoid insolvency. This will mean you have a solid understanding of where the business is heading in the future and therefore better equipped for any potential costs that come with growth and expansion.

Too much debt

Keeping on top of debt repayments is crucial to a business’s success and taking out too much debt is one of the biggest causes of insolvency. While most businesses at some point rely on taking out credit, over-borrowing can place your business in a vulnerable position.

Assuming your business will make the necessary revenue in the future is risky and borrowing money without any accurate insight into whether you will be able to pay it back may well be detrimental to your business.

Lack of budgeting

Failing to make a profit over a substantial period of time can also lead to business insolvency, and a lack of budgeting can further add to this.

Business owners that are struggling to make ends meet but fail to reduce overheads such as rent, bills, wages are likely to be steering their business further into financial difficulty. Failing to postpone luxuries and reduce excessive salaries can also have a part to play.

Is your business at risk of becoming insolvent?

If your business is facing some financial difficulties, it’s important not to make the situation any worse by continuing to over-budget or by applying for more credit.