Inclusion of ‘limited’ or ‘plc’ to company’s name does not establish juristic personality

In the supreme court of Nigeria on Friday, The 28TH day of September, 2018

BEFORE THEIR LORDSHIP

IBRAHIM TANKO MUHAMMAD J. S.C
IBRAHIM TANKO MUHAMMAD J. S.C
OLUKAYODE ARIWOOLA J. S.C
OLUKAYODE ARIWOOLA J. S.C
KUMAI BAYANG AKA’AHS J. S.C
KUMAI BAYANG AKA’AHS J. S.C
AMINA ADAMU AUGIE J. S.C
AMINA ADAMU AUGIE J. S.C
SIDI DAUDA BAGE J. S.C
SIDI DAUDA BAGE J. S.C

SUIT NO: SC.203/2008

Between

SOCIO-POLITICAL RESEARCH DEVELOPMENT ….. APPELLANT(S)
And
1. MINISTRY OF FEDERAL CAPITAL TERRITORY
2. HAJIYA MAIMUNA BELLO AJANAH
3. HAJIA HADIZA ABDULLAHI ….. RESPONDENT(S)

LEAD JUDGMENT DELIVERED BY IBRAHIM TANKO MUHAMMAD

FACTS OF THE CASE 

This is an appeal against the decision of the Court of Appeal, Abuja, upturning the decision of the High Court of the Federal Capital Territory, Abuja.

The case of the appellant was that the respondent awarded the plaintiff/appellant, the contract to conduct training on the terms agreed and the plaintiff acknowledged receipt the same day. The respondent also sent the plaintiff a formal agreement, which it signed and returned to it.

Then on June 3, 1999, out of the blues and without any cause or reason therefore, the 3rd respondent sent the plaintiff/appellant a letter withdrawing the contract.

However, the 2nd and 3rd defendants went ahead to withdraw the sum of N1.3m approved for the phase 1 of the project and carried out the training using the materials the plaintiff supplied.

The plaintiff/appellant took out a writ of summons and filed along with it, a statement of claim for breach of contract.

The matter was before Kolajo, J. and several applications filed by the respondents/defendants in the matter were heard and refused. Kolajo, J. retired before the matter was finally determined and it was consequently re-assigned to I. U. Bello, J. (as he then was). On September 30th, 2001, Bello, J. heard and granted a motion for stay of proceedings pending appeal.

The respondents alleged that the appellant, without any notice to them, moved the trial Court to discharge the order of stay of proceedings earlier granted by the same Court when they were served with notice of motion for judgment filed by the appellant. The respondents filed a motion for the stay of proceedings and a motion for preliminary objection to the appellant’s motion for judgment.

The trial Court refused both applications, which were struck out. What was then left before the trial Court was the appellant’s motion for judgment and counter affidavit of the respondents. The respondents meanwhile, had filed an interlocutory appeal at the Court of Appeal. The trial Court overruled the objection of the respondents and entered judgment for the appellant based on the motion for judgment.

The respondents were dissatisfied and appealed to the Court of Appeal. The Court of Appeal held that the respondents were agencies or agents of the Federal Government and as such the FCT High Court had no jurisdiction to entertain the appellant’s action.

Dissatisfied, appellant appealed to the Supreme Court.

ISSUES FOR DETERMINATION: 

The four issues for determination of this appeal are:
1. Whether it is proper for the respondents to maintain Appeals No.CA/A/32/2002, CA/A/113/2003 and CA/A/113/2004 before the Lower Court or neglect to serve their Notice of Appeal, Record of Proceedings and appellant’s brief in Appeal No.CA/A/113/2004 on the appellant.
2. Whether the 1st respondent is indeed an agency of the Federal Government.
3. Whether the Federal High Court has exclusive jurisdiction over matters of simple contracts involving agencies of the Federal Government.
4. Whether the respondents validly raised ground 2 of their grounds of appeal, which challenges the legal personality of the appellant.

PARTIES’ ARGUMENTS

Issue 1

The pith of the argument of the learned counsel for the appellant on issue one is that there were three different appeal numbers on the various processes before the Court of Appeal. That this was raised by way of a preliminary objection before the Appeal Court, which however did not ask the respondents to explain the three different appeal numbers. Learned counsel submitted that maintaining these three appeals at once is an abuse of Court process that warrants the dismissal of the appeal.

On the other hand, respondent argued that they only filed an appeal, which they maintained and followed to a logical conclusion. The learned counsel argued that if another Appeal number existed in respect of this case, that it may have been as a result of mis-numbering at the Registry in the Court of Appeal. Learned counsel for the respondents submitted that assuming, without conceding, that the said appeals existed, there is nothing in law that forbids the filing of more than one appeal. The counsel called in aid the case of Tukur v. Govt. of Gongola State (1988) 1 NWLR (Pt.68) 39 where the Supreme Court held that the right of appeal cannot be lost by the filing of more than one notice of appeal. 

Issues 2&3

In arguing the Appellant’s issues 2 and 3 which was argued together, the learned counsel for the appellant submitted that the 1st respondent is not an agency of the Federal Government but an agency of a State pursuant to the combined effect of Sections 2(2), 3(1) , 298 299 , 301(a) and 302 of the 1999 Constitution.

In the same way, it was further argued, that the 1st respondent who carries out no function for the Federal Government cannot be termed as an agency of the Federal Government and as such, that the contract (the subject matter of the suit) which was for the training of the staff of the 1st respondent, has nothing to do with the Federal Government or any of its agencies.

Further, that the claim of the appellant at the trial Court was for damages for breach of contract and it had nothing to do with the administration or control of the Federal Government or any of its agencies. Appellant concluded that they were right to institute the matter at the State High Court.

The respondents on their part submitted that the Ministry of the Federal Capital Territory is not an agency of a State but an agency of the Federal Government. Learned counsel made reference to various constitutional provisions of the 1999 Constitution; Federal Capital Territory Act, Cap.F6 LFN, 2004, Vol.6 and judicial authorities. He submitted that the Federal Capital territory is not a State and therefore, the Ministry of the Federal Capital Territory cannot be regarded or treated as a state agency but an agency of the Federal Government. Consequently, it was argued, that the trial State High Court lacked the jurisdiction to entertain this suit as rightly held by the Court of Appeal.

Court’s Findings

Issue 1

In response to both parties’ argument, the Court found that the Court of Appeal, having held that there is no pending appeal between the parties before it other than appeal No.CA/A/113/2004 (culminating in this present appeal), there can be no better person or authority that could decide better in respect of such documents than that Court. The Court proceeded to urge prospective appellants, particularly their counsel to pay due diligence to the Registry staff who are assigned to receive and assign numbers to suits/appeals.

Further, the Supreme Court held that even if there were more than one appeal filed by an appellant, it does not affect the validity of an appeal, provided the notices are filed within the statutory period for appealing. In other words, an appeal is not incompetent because it is brought by more than one notice of appeal.

Issues 2&3

The Supreme Court, in its own finding stated that there are several decided authorities which lay the principle that the jurisdiction of a Court is determined by the nature of the plaintiff’s claim placed before it as indorsed in the writ of summons. The Court further observed that the agreement entered by the appellant and respondents is on a simple contract, which was alleged to have been breached by the respondents and that by the nature of the claim without any scintilla of doubt, jurisdiction lies with the High Court of the Federal Capital Territory and not the Federal High Court.

Issue 4

Appellant’s issue 4 which tallies with respondents’ issue No.1 bothers on the legal personality of the appellant/plaintiff. The 1st paragraph of the plaintiff’s statement of claim at the trial Court stated that the plaintiff is a socio-political research and development company registered in Nigeria, a claim refuted by the respondents in their statement of defence.

The plaintiff/respondent/appellant having not been able to produce its certificate of incorporation, was held to be an unregistered outfit under the laws operating in Nigeria and consequently, a non-juristic person who can neither sue nor be sued.

Issue 4 was decided against the appellant. The defendants/respondents were held to be right to raise the issue as it affects the trial Court’s jurisdiction.

HELD

Although the Court found in favour of the appellant in respect of issues 1, 2 and 3, the appeal was held to lack merit on ground of issue 4 alone and same was dismissed. No order was made as to costs.

Appearances:
Isaac Okpanachi with him, O. O. Ifijeh, Esq. For Appellant(s) 
Mela A. Nunge with him, Sylvester Ogbelu and O.L. Okeke, Esq. For Respondent(s)

Compiled by Lawpavilion