“If a member of the [public] therefore, deals with the company in matters inconsistent with the powers given in the memorandum and articles and the consequences are unpleasant he must abide by such consequences. However, a person may hold a company liable on any contract between them although ultra vires the directors of the company if: (a) the company has held out the director as having the necessary authority; or (b) the circumstances fall within the well-known rule in Royal British Bank v. Turquand (1856) 6 E. & B 327 which put shortly is this: a person dealing with a company is assumed to be aware of the powers of the company which are set out in its public documents (i.e. the memorandum and articles of association) filed with the Registrar since he has access to these documents, and although it is his duty to see that any contracts he proposes to enter with the company are within its powers he is not bound to do more. He need not inquire into the internal working of the company; and he is entitled to assume that everything is being done properly or constitutionally. Per IDIGBE, J.S.C. in METALIMPEX V. A. G. LEVENTIS AND CO. (NIGERIA) LTD (1976-LCER-1091-SC) at P. 12, Paras. C-E.