THE INSTITUTE OF CHARTERED ACCOUNTANTS OF NIGERIA DIPLOMA / PROFESSIONAL LEVEL EXAMINATION BUSINESS LAW - LAW OF AGENCY QUESTION 3 Mrs. Adebayo operates a prominent fashion retail chain in Aba, Abia State. Desiring to keep her commercial identity secret from a key competitor, she instructed Mr. Emeka, a commercial broker, to purchase 2,000 yards of premium Dutch lace fabric from Kasimu Mills Limited. She specifically instructed Emeka to contract in his own name without disclosing her existence or identity. Mr. Emeka entered into a written contract with Kasimu Mills Limited in his own name for the purchase of the fabric at N5,000 per yard, totaling N10,000,000, with credit terms allowing payment within 30 days. Kasimu Mills Limited believed they were dealing solely with Mr. Emeka as the sole principal purchaser. Kasimu Mills Limited delivered the goods directly to Mr. Emeka's warehouse, from where Mrs. Adebayo collected them and subsequently paid Mr. Emeka the full N10,000,000 contract price in cash for onward transmission to the supplier. However, Mr. Emeka fraudulently misappropriated the entire N10,000,000 and absconded to a neighboring country. Upon non-payment at the expiration of 30 days, Kasimu Mills Limited conducted investigations, discovered that Mrs. Adebayo was the actual recipient of the goods, and filed a civil action against Mrs. Adebayo demanding full payment of N10,000,000. Mrs. Adebayo contends that: (i) She has no privity of contract with Kasimu Mills Limited. (ii) She has already fully discharged her financial obligation by paying her appointed agent, Mr. Emeka. Required: (a) Explain the Doctrine of the Undisclosed Principal under the Nigerian Law of Agency and determine whether Kasimu Mills Limited can succeed in its legal action against Mrs. Adebayo. (9 marks) (b) Explain the THREE primary rights of an agent against his principal under Nigerian law. (6 marks) (c) State FIVE exceptions to the general rule that an undisclosed principal can intervene and enforce a contract made by his agent. (5 marks) (Total: 20 marks)