The Court of Appeal in Lagos has asked the Corporate Affairs Commission (CAC) to revoke the certificate of registration of “KPMG Professional Services”.
In a unanimous decision delivered on Thursday, the appellant court granted the reliefs sought by KPMG Nigeria against CAC and KPMG Professional Services.
The judgment was read by Abdullahi Mahmud Bayero, the judge.
The two other judges are Abimbola Obaseki-Adejumo and A.M. Talba.
In 2002, KPMG Professional Services was registered as a company with CAC despite the existence of KPMG Nigeria, comprising its audit, tax, and consulting arms.
The KPMG Nigeria has long been registered in Nigeria before 2002.
KPMG Audit was registered in 1969, KPMG Tax Consultants in 1990, and KPMG Consulting in 1969.
Displeased with the registration of KPMG Professional Services, KPMG Nigeria approached the federal high court.
The consulting firm had argued that the name “KPMG Professional Services” was deceptively similar to its long-established identity.
In 2005, the lower court dismissed KPMG Nigeria’s case, citing an alleged merger between KPMG Nigeria and Akintola Williams Deloitte as reason the company could no longer assert rights to the name.
The lower upheld the second respondent’s (KPMG Professional Services) counterclaim and ordered that KPMG Nigeria’s name be struck off the CAC register.
The lower court had premised its decision on newspaper articles stating that KPMG Nigeria reportedly merged with Akintola Williams Deloitte.
Delivering the judgment, Bayero ruled that the lower court erred by relying on newspaper articles to ascertain that KPMG Nigeria allegedly merged with another company.
The judge said the documents showing the alleged merger were not presented before the lower court, and the form of the alleged merger could not have been known.
“In any event, the only branch of KPMG, if any, that entered into a merger with Akintola Williams as stated in the newspaper articles 18, is KPMG Audit,” the judge ruled.
“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.
“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.
“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 court ruled that CAC erred by registering KPMG Professional Services despite the existence of a business name, which is already registered.
The judge reversed the earlier ruling of the lower court and reaffirmed the primacy of statutory protection for existing business names under Nigerian corporate law.
