Alhaji Garba, Mr. Chidi, and Dr. (Mrs.) Folake agreed to promote a new company, 'Keffi Agro-Allied Public Limited Company' (PLC), to engage in large-scale mechanized farming in Nasarawa State. During the pre-incorporation stage, Alhaji Garba located a suitable 50-hectare parcel of agricultural land priced at N15 million. He bought the land in his personal name using his personal funds. Two weeks later, acting as a promoter, he resold the same land to Keffi Agro-Allied PLC (then undergoing registration) for N35 million, without disclosing to Mr. Chidi, Dr. Folake, or the prospective initial board of directors that he had purchased it for N15 million just days prior. Meanwhile, Mr. Chidi signed a 3-year office lease agreement with Danladi Properties Ltd in the name of 'Keffi Agro-Allied PLC (in formation)'. The company has now been fully incorporated, but the board of directors has refused to honor the lease agreement signed by Mr. Chidi, claiming the company is not bound by contracts made before its existence. Danladi Properties Ltd has threatened to sue Mr. Chidi personally for breach of contract. REQUIRED: (a) Evaluate the legal status of Alhaji Garba as a promoter under CAMA 2020, determine whether he breached any legal duty, and explain the legal remedies available to Keffi Agro-Allied PLC regarding the N20 million undisclosed profit. (10 Marks) (b) Advise Danladi Properties Ltd and Mr. Chidi on their legal positions and rights regarding the pre-incorporation lease agreement under Section 96 of CAMA 2020. (7 Marks) (c) State EIGHT (8) mandatory clauses/contents of the Memorandum of Association of a public limited company as prescribed by Section 27 of CAMA 2020. (8 Marks) (Total: 25 Marks)
A
B
C
D