The Estate Of Alhaji N. B. Soule V. Oluseye Johnson & Co. & Anor (1974)

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FATAYI-WILLIAMS, J.S.C. 

This is an appeal from the judgment of Taylor, C.J. in which he allowed the appeal of the first Objector (Oluseye Johnson & Co., the Provisional Liquidators of the Muslim Bank (W.A. Ltd.) from the order of the Registrar of Titles dismissing the objection of the Liquidators to the first registration of the freehold property at No. 16, Williams Street, Lagos.

Earlier on 13th September, 1968, the applicants who are the Administrator and Administratrices of the estate of Alhaji N.B. Soule, deceased, and who are now appellants, had made an application to the Registrar of Titles in Lagos to register themselves as owners of the said freehold property. The application was duly advertised in accordance with the provisions of Section 8(2) of the Registration of Titles Act (Cap. 181) and objections were lodged with the Registrar of Titles against the first registration by the first and second Objectors. After hearing the applicants and the first Objector, the second Objector having dropped out, the Registrar dismissed the objections, and ordered that the freehold property should be registered in favour of the applicants.

Both the applicants and the first Objector agreed as to the following facts. The property in question originally belonged to the late Akarigbo of Ijebu-Remo (the second Objector) by virtue of a deed of conveyance dated 31st March, 1926 (Exhibit C). On 4th November, 1949, one Sosanya, an auctioneer, acting on the instruction of the late Akarigbo and by private treaty sold the property to the late Alhaji N.B. Soule, the father of the present applicants, for 2,000 Pounds and issued him a receipt (Exhibit B1) for the amount. The property was, however, never conveyed to Alhaji Soule although he was allowed to take possession of it. After renovating it, Alhaji Soule used it for his business.

On 4th April, 1957, the Muslim Bank (W.A.) Ltd., with Alhaji Soule as the Managing Director, was incorporated and was granted a Banking licence (Exhibit 1) in June of that same year. After the incorporation of the Bank, Alhaji Soule handed the property over to the Bank in return for an allotment to him of 6,500 shares in the Bank, valued nominally at 13,000 Pounds, as can be seen from the particulars in the document dated 20th July, 1957 (Exhibit G2) forwarded by Alhaji Soule to the Registrar of Companies in compliance with the Companies Ordinance (Cap. 38). Attached to this document is a Return on Allotment of Shares (Exhibit G2). These two documents clearly show that the consideration which Alhaji Soule gave for the allotment of the 6,500 shares to him was this freehold property at No. 16, Williams Street, Lagos. Moreover, a document (Exhibit N) dated 20th February, 1961, and executed by the said Alhaji Soule (admitted with the consent of both parties presumably as a memorandum of the transaction) showed that there was a sale of the property by Alhaji Soule to the bank for 13,000 Pounds.

After the handing over, the Bank entered into possession of the property and used it as its head office. Alhaji Soule remained the Managing Director of the Bank until his death on 15th August, 1965. On 21st January, 1966, the High Court of Lagos State granted Letters of Administration (Exhibit A1) to the applicants to administer the estate of their father (Alhaji N.B. Soule). The property at No.16, Williams Street was not included in the particulars of freehold and leasehold properties of the deceased (Exhibit D) which the applicants later filed in the Probate Registry of the Lagos High Court.

By the Muslim Bank (Revocation of Licence) Order, 1968 (L.N. 77 of 1968), the licence of the Bank was revoked by the Federal Commissioner for Finance and the present 1st Objector were appointed Provisional Liquidators on 12th November, 1968.

Notwithstanding what Alhaji Soule did with the property in his lifetime, the applicants, as we had pointed out earlier, nevertheless, applied to the Registrar of Titles to be registered as owners of the said property. The Provisional Liquidators objected to the application on the sole ground that the late Alhaji Soule had sold the property to the Bank during his life time.

After holding that the transaction dated 20th July, 1957, under which, in consideration for the 6,500 shares allotted to him by the Bank, Alhaji Soule gave the property at No. 16, Williams Street to the Bank, did not “give rise to any estate, either at law or in equity, in favour of the Bank” the Registrar dismissed the objection and ordered that the registration of the property should proceed.

The first Objector appealed to the Lagos High Court against the Registrar’s order. In the judgment allowing the appeal, the learned Chief Justice of the Lagos High Court, after considering the provisions of Section 6 of the Registration of Titles Act (Cap. 181) and referring to some of the cases cited before him, observed as follows:-

“In the case before me however there is no previously registered owner of the property in dispute and the sole question boils down to what I have said earlier, i.e. whether the respondents, having through Alhaji N.B. Soule, deceased,

(1) entered into a contract of sale of the property with the appellant,

(2) put the appellant in possession of the said property, and

(3) received valuable consideration for the property,