ELDER (AIR MARSHAL) NSIKAKABASI ESSIEN EDUOK (RTD)& ORS v. ELD. (BARR) UDO JOSEPH ASAMUDO EYAEKOP
CITATION: (2021) LPELR-53149(CA)
In the Court of Appeal
In the Calabar Judicial Division
Holden at Calabar
ON FRIDAY, 5TH MARCH, 2021
Suit No: CA/C/292/2016
Before Their Lordships:
MOJEED ADEKUNLE OWOADE
Justice of the Court of Appeal
JAMES SHEHU ABIRIYI
Justice of the Court of Appeal
MUHAMMED LAWAL SHUAIBU
Justice of the Court of Appeal
Between
- ELDER (AIR MARSHAL) NSIKAKABASI ESSIEN EDUOK (RTD)
- REV. A.S.J. UDOYEN
- REV. U.C. AKPAN
- REGISTERED TRUSTEES OF UNITED EVANGELICAL CHURCH – Appellant
And
- ELD. (BARR) UDO JOSEPH ASAMUDO EYAEKOP
- ELD. EYAEKOP EFFIONG UMMANA
- ELD. NDUESO JACKSON OROK
- ELD. ETUKUDO UKPANAH
- ELD. EDWIN OKON EKANEM
(For themselves and as representing the Elders of Qua Iboe Church No.2 Olusegun Obasanjo Way, Uyo)
- CORPORATE AFFAIRS COMMISSION
Respondent
LEADING JUDGMENT DELIVERED BY MUHAMMED LAWAL SHUAIBU, J.C.A.
Facts
The Respondents as Claimants filed an action at the Federal High Court sitting in Uyo, Akwa-Ibom State wherein, they claimed declaratory and injunctive reliefs against the appellants jointly and severally. Upon service, the defendants filed, a joint statement of defence and a motion on notice praying for an order striking out the suit on the grounds that the suit is not properly constituted as the proper parties are not before the court, lack of locus standi to initiate and maintain the action, that the action is statute barred; among other grounds.
After the hearing the parties on the preliminary objection, the court overruled the preliminary objection.Dissatisfied, the appellants appealed to the Court of Appeal.
ISSUES FOR DETERMINATION
The Court of Appeal determined the appeal on the following issues:
- Was the trial court right in holding that it had jurisdiction to entertain the suit of the claimants/respondents having regard to their claims for recovery of land/premises, possession/occupation and interest on land/church buildings of the church buildings.
- Was the trial court right to hold that the claimants/respondents in their individual/personal or in representative capacities have the locus standi to initiate and maintain the action before the trial court?
- Was the trial court right in holding that the proper parties were before the court?
- Whether the suit/action of the claimants/respondents at the trial court is not statute barred having regard to the provisions of Section 597 (2) (b) of CAMA?
APPELLANT’S SUBMISSIONS
On issue 1, the Appellants’ Counsel contended that some of the reliefs sought by the Respondents are on recovery of land/premises and interest thereon and therefore the cause of action of the respondents is not within the jurisdiction of the Federal High Court as enshrined in Section 251 of the Constitution of the Federal Republic of Nigeria, 1999 as amended.
He citedADETAYO & ORS V. ADEMOLA & ORS (2010) ALL FWLR (prt. 532) 1806 at 1825 – 1828; (2010) LPELR-155(SC)to the effect that the subject matter of the suit being a dispute as to possession and a claim for injunction in respect of land, the trial court lacks the jurisdiction to entertain the suit.
On issue 2, Appellant’s counsel contended that the Respondents did not state their rights and obligations and how the changes made in the corporate body will affect them.
Counsel stated that the dispute is between the registered trustees of two churches,that neither of them complained against the action taken by the 6th respondent. He submitted that the respondents therefore lacks the locus standi to sue because in a dispute between two corporate bodies, it is the body that should sue not the individuals. He referred to ONUEKWUSI V. REGISTERED TRUSTEES OF METHODIst ZION CHURCH (2011) 6 NWLR (prt.1243) 341 at 361 – 302; (2011) LPELR-2702(SC).
On issue 3, appellants’ counsel contended that a court can only invoke its jurisdiction where the company incorporated under the companies and Allied Matters Act is a party not where the individual rights and obligation is involved. That it is not enough for any group of persons or members of whatever status to sue as representatives of the body where the body is corporate.
On issue 4, counsel referred to Section 597 (2) (b) of the Companies and Allied Matters Act as well as a paragraph of the statement of defence to contend that the respondents cannot be heard to complain, their right having been extinguished.
RESPONDENT’S SUBMISSIONS
On issue 1, learned counsel for the respondents argued that the subject matteror cause of action relates to fraud committed by the appellants against an association registered under the Companies and Allied Matters Act and thus about the wrongful acts of the appellants against the constitution of the church. Counsel submitted that the vesting of property of an association registered under part “C” of the Companies and Allied Matters Act is provided for in Section 596 and thereby bringing the whole reliefs under the exclusive jurisdiction of the Federal High Court.
On issue 2, respondents’counsel contended that having pleaded various breaches of the constitution of the church by the appellants and also disclosing sufficiently how their civil rights and obligations were affected by the acts of the appellants, the respondents have the locus standi to bring the action to protect their religious interest that has been affected by the acts of the appellants. He referred to Section 303 (a) of CAMA and ELUFIOYE V. HALILU (1993) SCNJ 347 at 348; (1993) LPELR-1120(SC)and submitted that a member or group of members can take an action against the Association or other members of the Association to prevent a wrong on the Association and for the recovery of the Association property.
On issue 3, respondents’ counsel maintained that their action at the lower court was taken out by individual members of Qua Iboe Church and not as representatives of a branch or congregation of the church. That the respondents as individual members of Qua Iboe Church can rightly sue to protect their civil rights and obligations affected by the acts of the Appellants against the association. Citing the case of MOBIL PRODUCING UNLIMITED V. LASEPA (2002)12 SCNJ at 25; (2002) LPELR-1887(SC) to the effect that any party whose interest will be directly affected if a relief claimed in the action were granted is a proper party to a suit.
On issue 4, Respondents’ counsel contended that their suit at the lower court was not in reaction to any purported publication but for enforcement of their legal right following the fraudulent action of the appellants, leading to the purported registration by the 6th respondent and thus Section 597 (2) of the Act cannot operate as a bar to such actions.
He submitted further that Public Officers Act gives full protection to all public officers or persons engaged in the execution of public duties only when acting within the confines of their public duties. That once they step outside their bounds, they lose the protection of law relying on OFFOBOCHE V. OGOJA L.G. (2001) 16 NWLR (prt.739) 458; (2001) LPELR-2265(SC).
RESOLUTION OF ISSUES
On issue 1, the Court stated that the jurisdiction of a Court is determined by the Plaintiff’s claim as endorsed in the writ of summons and statement of claim. That when the issue of jurisdiction is raised in any proceedings, the Court must carefully refer to the writ of summons and the statement of claim in order to ascertain whether it has jurisdiction to entertain, hear and determine the claim filed before it. The case of ONUORAH V. KADUNA REFINARY PETROCHEMICAL COMPANY LTD (2005) 6 NWLR (prt 921) 393; (2005) LPELR-2707(SC).
The court held that the reliefs sought by the respondents falls squarely within the realm of matters arising from the operation of Companies and Allied Matters Act and not a dispute in respect of land. That the provisions of Section 251(1) (e) of the Constitution of the Federal Republic of Nigeria, 1999 as amended vests exclusive jurisdiction in the Federal High Court in civil cases or matters arising from the operation of the Companies and Allied Matters Act or any other enactments replacing the Act or regulating the operation of companies incorporated under the Companies and Allied Matters Act. CitingOBASANJO & ORS V. YUSUF & ANOR (2004) LPELR – 2151 (SC).
The court stated that the respondents’ main claim is not for declaration of title of land, but for the deregistration of a church which is thus arising from the operation of the Companies and Allied Matters Act. The court further held that the lower court is clothed with the jurisdiction to adjudicate over the respondents’ main claim as the issue relating to the possession/occupation of their property/premises is only ancillary to the main claim.
On issue two, the Court cited ABACHA V. A.G. FEDERATION (2014) 18 NWLR (prt.1438)13 and submitted that a plaintiff will have locus standi in a matter only if he has special right or alternatively, if he can show that he has sufficient or special interest in the performance of the duty sought to be enforced or where the interest is adversely affected.
The court held that for an action to be maintainable, the person instituting it must have a legal capacity, otherwise the court would be robbed of necessary jurisdiction to entertain it. The court stated that a plaintiff with sufficient interest in the subject matter of a suit can institute an action to protect that interest, even when he is simply a joint or co-owner.
Thus, the court held that the Elders of Qua Iboe Church as represented by the respondents may ordinarily take steps to protect their collective rights and obligations and that they have legal capacity to institute the action that gave rise to this appeal.
On issue 3, the Court held that the principle enunciated in the case of FOSS V. HARBOTTLE which was similarly entrenched in the Companies and Allied Matters Act is simply that when an irregularity has been committed in the course of the company’s affairs or any wrong has been done to the company, only the company can sue to remedy the wrong or ratify the irregular conduct. The court however, stated that the general rule has certain exceptions as clearly stated in Sections 299 and 300 of the Companies and Allied Matters Act, one of such exceptions is whereas in this case, fraud is alleged to have been perpetrated.
The court cited ABUBAKAR & OR V. SMITH & ORS (1973) LPELR – 56 (SC)and held that the pleadings in the present case demonstrates infringement of personal rights and fraudulent conducts which take away the case from the general rule of FOSS V. HARBOTTLE.
On issue 4, the court stated theappellants’ contention that the publication was filed since 2010 but the suit was only instituted in 2015, beyond the 28 days prescribed for raising an objection. In effect, that the action of the Respondents was caught up by limitation law. The Court relied on MAIGARI V. MALLE (2019) 16 NWLR (prt.1697) 69 at 89; (2019) LPELR-49374(SC) and submitted that limitation statute evolved to vouch safe to a defendant, a statutory defence to a state action. That that is why such action is said to be statute barred. The court stated that what the statute of limitation bars is the action itself and not the cause of action.
The court cited LAGOS CITY COUNCIL V. OGUNBIYI (1969)2 SCNLR 94; (1969) LPELR-25423(SC) and held that the Public Officers’ Protection Act is designed to protect the officers who acts in good faith and does not apply to acts in abuse of office with no semblance of legal justification.
The court stated that the r espondents are questioning a wrong done to the church which adversely affected them, albeit by instrumentality of fraud, thus opined that the learned trial judge was right when he held that Section 597 (2) (b) and (3) of the Act cannot operate as a bar to the Respondents’ action.
HELD
On the whole, the appeal was dismissed and the ruling of the lower court was affirmed.
Appearances:
Utibe-Abasiemma, ESQ.
– For Appellants(s)
- U. Basey, ESQ. for 1st – 5th Respondents – For Respondent(s)
Compiled by Law Pavillion
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