KPMG Nigeria Defeats KPMG Professional Services In Name Registration Case At Nigeria Court Of Appeal

In a significant legal development that could reshape corporate identity rights and brand protection in Nigeria, the Court of Appeal has ruled in favour of KPMG Nigeria in its prolonged legal battle against the Corporate Affairs Commission (CAC) and KPMG Professional Services, over the use of the globally recognised “KPMG” name.

The dispute, which dates back over two decades, centred on the registration and use of the “KPMG” name by two different entities operating in Nigeria, each claiming legitimate affiliation with KPMG International, the global network of professional services firms.

The Court of Appeal, in a judgment delivered by Justice Abdullahi Mahmud Bayero and concurred by Justice Abimbola O. Obaseki-Adejumo, overturned an earlier decision by the Federal High Court that had dismissed KPMG Nigeria’s claims and granted a counterclaim by KPMG Professional Services. The lower court had ruled, based primarily on newspaper articles, that KPMG Nigeria had effectively ceased to exist after merging with Akintola Williams Deloitte & Touche in 2002.

Background and Legal Claims

KPMG Nigeria filed the suit in 2002, challenging the CAC’s decision to register KPMG Professional Services, the 2nd Respondent in the case, under a name it argued was deceptively similar to its own, and which infringed on its established brand and operations. KPMG Nigeria had been registered under various business names (KPMG Audit, KPMG Consulting, KPMG Tax Consultants) as far back as 1969.

The reliefs sought included:

• A declaration that KPMG Professional Services was not entitled to be registered under that name by the CAC.
• An order for the CAC to remove KPMG Professional Services from its Register and cancel their Certificate of Registration.
• A perpetual injunction restraining KPMG Professional Services from operating in the business of Assurance Consulting, Financial Advisory, and Tax services under that name.
• An inquiry into damages for profits obtained by KPMG Professional Services.

The Federal High Court dismissed these claims, ruling that a merger with Deloitte had rendered KPMG Nigeria defunct, a claim based almost entirely on newspaper articles and internal correspondence (Exhibits SO3-SO7) and Exhibit SO10.

Court of Appeal’s Findings

However, the Court of Appeal disagreed, ruling that the lower court’s reliance on media reports was legally insufficient. The panel held that no concrete evidence, such as a merger agreement, was produced by the 2nd Respondent to prove that KPMG Nigeria had ceased to exist.

The court found that:

• KPMG Nigeria continued operating under its name after the alleged merger, as evidenced by professional engagements, including audits for Guinness Plc. and AIICO Insurance Plc.

• The merger, if any, was at best a limited business integration affecting only part of the firm (KPMG Audit), not a complete dissolution or rebranding.

• CAC erred in registering a competing entity under a similar name without first ensuring the original registration was officially removed.

• The legal principle “Nemo dat quo non habet” (you cannot give what you do not have) applied, the CAC could not assign the name to a second firm without first stripping it from the original registrant.

The 2nd Respondent’s argument that KPMG Nigeria had surrendered exclusive rights to the name was dismissed as speculative and unproven.

The court also rejected the CAC’s procedural objection regarding pre-action notice, ruling that the applicable section of the Companies and Allied Matters Act (CAMA) 1990 – Section 662(1)(d) – does not require pre-litigation notification for matters of misleading registration.

Implications and Next Steps

The judgment paves the way for KPMG Nigeria to retain exclusive rights to the KPMG name within the country, pending any appeal. It also mandates the Corporate Affairs Commission to deregister KPMG Professional Services and cancel their certificate of registration. However, the matter is expected to be escalated to the Supreme Court, given the high stakes involved. The case, which is the first of its kind in Nigeria, is expected to provide valuable precedent for dealing with the unusual existence of two rival firms operating under the same global name and claiming affiliation to the same global brand.

It will be recalled that KPMG Professional Services repeatedly claimed to have received authorisation from KPMG Global after the 2001 collapse of Arthur Andersen, which saw a migration of top-level staff and operations into the KPMG fold. This happened despite the longstanding existence of KPMG Nigeria, and it created a rare situation in which two KPMG-branded entities coexisted in the same jurisdiction, each claiming to be affiliated with the brand.

With this ruling, the appellate court has decisively sided with the earlier-registered firm, a decision which – unless overturned by the Supreme Court – could signal a significant shake-up for professional services branding and registration in Nigeria and possibly beyond.

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