Can a religious body’s affairs be managed by a sole trustee alone?

Rev. Monday Michaelidiong & Ors V. The Incorporated Trustees Of The Divine Assemblies Of Christ Church Of Nigeria

CITATION: (2021) LPELR-54311(CA)

In the Court of Appeal

In the Calabar Judicial Division

Holden at Calabar

ON THURSDAY, 6TH MAY, 2021

Suit No: CA/C/87/2016

Before Their Lordships:

MOJEED ADEKUNLE OWOADE                JUSTICE, COURT OF APPEAL

JAMES SHEHU ABIRIYI               JUSTICE, COURT OF APPEAL

MUHAMMED LAWAL SHUAIBUJUSTICE, COURT OF APPEAL

Between

1. REV. MONDAY MICHAEL IDIONG
2. ELDER MONDAY ISAIAH UDO
3. ELDER IME EMMANUEL UMOH
4. ELDER EDET AKPAN ESSIEN – Appellant(s)

And

THE INCORPORATED TRUSTEES

OF THE DIVINE

ASSEMBLIES OF CHRIST CHURCH

OF NIGERIA.  – Respondent(s)

 

LEADING JUDGMENT DELIVERED BY MOJEED ADEKUNLE OWOADE, J.C.A.

 

Facts

 

The Respondent, by an originating summons, instituted an action at the Federal High Court, Uyo, contending that the takeover of the Church (the Divine Assemblies of Christ Church) by the Appellants was done in a manner not anticipated by either the Constitution of the Church or the Companies and Allied Matters Act. The Respondent sought for a declaration that upon a proper interpretation of the Constitution of the Church (the “Constitution”), the usurpation of the powers of the Respondents by the Appellants from the 17th of November, 2011 is unlawful, illegal and constitutes a gross breach of the Constitution of the Church and the provisions of the Companies and Allied Matters Act, 2004 among other reliefs.

At the close of filing and exchange of affidavit evidence, the learned trial judge entered judgment in favour of the Respondent holding that the subject matter of the suit relates to the control and operation of the Incorporated Trustee and so the Federal High Court is vested with jurisdiction; and that the trustees have a legal personality that is separate from the corporate body. The trial Court also held that any decisions taken by the Appellants outside their functions as the Elders Council in usurpation of the constitutional duties of the Board of Trustees in the administration of theaffairs and properties of the church is a nullity.

Dissatisfied, the Appellants filed an appeal at the Court of Appeal.

Issues for determination

The Court determined the appeal on the following issues:

1. Whether in view of the relief claimed by the Respondent in her originating summons before the trial Court, the trial Court had jurisdiction to hear and determine the Respondent’s case before the Court.
2. Whether the Respondent in view of the conflicting registration documents presented at the trial Court by the Respondent as Constitutions and Certificates of Registration of Divine Assemblies of Christ Church of Nigeria is registered with the Corporate Affairs Commission of Nigeria.
3. Whether the Respondent as presently constituted even if registered is competent to manage the affairs of the Divine Assemblies of Christ Church of Nigeria and or receive account from the Appellants.

Appelant’s submission

On issue one, Appellants’ Counsel submitted that the case of the Respondent at the trial Court bordered on the interpretation of the Constitution of the Church, and thus borders on the internal affairs of the Church and has nothing to do with the control or operation of a body under the Companies and Allied Matters Act (CAMA). He contended that by the combinedeffect of Section 691 (1) and 693 of the Companies and Allied Matters Act and Section 251 (1) (e) of the Constitution of the Federal Republic of Nigeria (as amended), Federal High Court has jurisdiction in the affairs of an Incorporated Trustees only when the issue relates to change of Trustees and winding up of the body. He referred to the case of Godwin & ORS. v. Okwey & ORS. (2010) 16 NWLR (Pt. 1219) 309 @ 322, 323 and 325.

Appellants’ Counsel argued that claims of the Respondent at the trial Court had nothing to do with the winding up of Trustees of the Church but on who should be the spiritual head of the church, i.e., the General Overseer, which office is different from the Trustees and the administrative head of the Respondent.

On issue two, Appellants’ Counsel submitted that the Respondent failed to prove her legal status as an incorporated body. He argued that purported certified true copy of Certificate of Incorporation tendered by the Respondent wasdifferent from the one the Respondent termed as photocopy of the original, and was also not signed by anybody. He submitted that in law, the effect of an unsigned document even if certified is that it has no value at all. He referred to the case of OFEM v. PRESBYTERIAN CHURCH OF NIGERIA (2012) ALL FWLR 647, at 801.Appellants’ Counsel argued that where the legal status of a party has been challenged and put in issue, it is the duty of the party to prove same by convincing evidence. He referred to the case of REPTICO S. A. GENEVA v. AFRIBANK (NIG.) PLC. (2013) 14 NWLR (Pt. 1373) 172 @ 211. 

On issue three, Appellants’ Counsel submitted that the trustees of the Respondent as presently constituted are not competent to manage the affairs of the Church as only one person is presently functioning as the Trustees of the Respondent. Thus, the Respondent cannot summon any meeting for the purpose of managing its affairs and or taking account if any from the Appellants.

RESPONDENT’S SUBMISSION

On issue one, Respondent’s Counsel submitted that it is the claim of the Plaintiff that determines jurisdiction of a Court. He submitted thatthe Respondent is challenging the takeover of the control of the Church by the Appellants in a manner not anticipated byeither the Constitution of the Church or the Companies and Allied Matters Act.That “forceful takeover”, Respondent’s Counsel contended, was a violent assault on Section 596 (1) and (2) of the Companies and Allied Matters Act Laws of the Federation, 2004. A community reading of Sections 596, 601 and 602 of the Companies and Allied Matters Act brings into view such matters as the corporate status of the association upon registration, its powers to acquire, hold and transfer property, the governing body of the association and the administrative and management functions thereof; matters the determination of which will call for interpretation of the Companies and Allied Matters Act. He referred to Gbagi & Anor v. Okpoko (2013) LPELR – 20167 (CA)

On issue two, Respondent’s Counsel submitted that the requirement of signature was met by the certified true copy of the Respondent’s Certificate of Incorporation, as it was signed by J. K. AHMADU-SUKA for Registrar General.He referred to the case of Micherah Int. Ltd. v. Nig. INT. Bank Ltd. (2015) LPELR – 25768.

On issue three, Respondent’s Counsel submitted thatthe death, incapacitation or unavailability of one or more of the trustees does not affect the legal personality or capacity of the association or as in this case, the Church, which is clothed with perpetual succession. This, Counsel submitted is because the laws recognise a difference between the individual persons who are trustees and the corporate body. He referred to the case of Okatta v. Registered Trustees of the Onitsha Sports Club (2008) 13 NWLR (Pt. 1105) 632 and concluded that nothing in this case has affected the competence of the Respondent to manage the affairs of the Church, or to receive account from members of or officers of the Church, including the Appellants.

Resolution of issues

The Court, in resolving issue one, held that the case of the Respondent fell within the jurisdiction of the Federal High Court, as it was a case that arose from the operation of CAMA. The Court cited Gbagi & Anor v. Okpoko (SUPRA) where it was held thatthe Federal High Court would be vested with the jurisdiction in an action involving regulating, running or management or control of companies; any matter that can be decided without recourse to either the Companies and Allied Matters Act or any enactment regulating operation of companies under the said Act belongs to a State High Court. See also the case of Bankole & ORS. v. Emir (2012) LPELR – 19719 (CA). The Court also held that the case of Godwin & ORS v. Okwey & ORS (Supra) was inapplicable as the issues had to do with the dissolution of a youth group in the Church, and could be decided and in fact was decided without recourse to Companies and Allied Matters Act or any enactment regulating operation of companies.

On issue two, the Court held that a signature is ”a person’s name or mark, written by that person or at that person’s direction. It is also any name, mark or writing used with the intention of authenticating a document.” See Michmerah Int. Ltd. v. Nig. Int. Bank Ltd. (2015) LPELR – 25768. Having tendered certified true copy of its Certificate of Incorporation, the Court held that the Respondent has discharged the evidential burden of proving incorporation and the burden of showing that said certificate may not be genuine or authentic lies with the Appellants.

On issue three, the Court held that by the provisions of Sections 596 and 602 of the Companies and Allied Matters Act, it is evident that the Act recognised the possibility or existence of a sole trustee in the event of demise or incapacitation of other trustees. Trustees have a separate legal personality from the corporate body, and the administration of the affairs of the body is not dependent on the personal status of the trustees but on the separate and distinct life of the incorporated body.Thus, the Court held that where one trustee survives the other appointed with him, he remains the sole trustee that is the sole corporate. The legal personality of the association or body lies in him; he becomes the sole determinant on all issues for which the Law reserves a decision or action for the trustee. See CHIEF James Egbuson & ORS v. Joseph Ikechukwu (1977) All NLR 194, 203; Okatta v. Registered Trustees of The Onitsha Sports Club (SUPRA). The Court thus held that the trial Court was right to have held that the Respondent as constituted is competent to manage the affairs of The Divine Assemblies of Christ Church, Nigeria, or receive account from the Appellants.

Held

The Court held that the appeal is devoid of merit and accordingly dismissed same.

 

Apperances:

Obong U. S. Udoh,            ESQ.        – For Appellant(s)

Aniekan Akpan, ESQ. – For Respondent

• Compiled by LawPavilion