Watanmal (Singapore) Pte Ltd V. Liz Olofin and Company Plc. (1997)

LawGlobal-Hub Lead Judgment Report

MUSDAPHER, J.C.A.

In the High Court of Lagos State in the Lagos Judicial Division and in Suit No. LD/1902/91, the plaintiff Watanmal (Singapore) PTE Ltd which is a foreign company incorporated under the Laws of Singapore claimed against the Defendant Liz Olofin and Company PLC, a company registered in Nigeria, the sum of US Dollars 1,096,493.31 plus interest being the value of goods sold and delivered to the defendant at the defendant’s request. The writ was accompanied with a Statement of claim. The defendant entered a conditional appearance. It protested the jurisdiction of the court to entertain the matter on the grounds that the plaintiff is a foreign company resident and carrying on business outside the territorial jurisdiction of the court.

Subsequently and pursuant to Order 22 Rule 4 of the High Court of Lagos State (Civil Procedure) Rules 1972 and on the inherent jurisdiction of the Court, the defendant brought an application praying the Court for the following prayers:-

“1. Striking out or dismissing this suit herein on the ground of lack of jurisdiction of this Honourable Court as the plaintiff herein is a foreign company resident and carrying on business in Singapore (in China?) Sic outside the territorial jurisdiction of Nigerian Courts; and consequently, it has no locus standi to institute this action;

AND

2. Such further or other order or orders as this Honourable Court may deem fit to make in the circumstances.”

The affidavit in support averred that the plaintiff a foreign company was not registered with Corporate Affairs Commission and nor was it given any Certificate of Exemption by the appropriate authority. It is further averred that the Court has no jurisdiction to entertain the claims brought by the Plaintiff. Arguments for counsel were heard by Olugbani J., who on the 8th day of December, 1993, delivered his Ruling whereby he ruled at the tail end of his judgment thus:-

“I hold that the claim of the plaintiff is incompetent. I hold that there is no reasonable cause of action before the Court as the Plaintiff herein is non-existent.

The defendant/applicant is entitled to bring this application under Order 22 Rules 3 and 4 of the High Court of Lagos State (Civil Procedure) Rules, 1972 and the claim herein is accordingly dismissed as there is no reasonable cause of action before the Court.”

“I hereby award the sum of N3, 000.00k in favour of the defendant/applicant in this application.”

The plaintiff naturally felt unhappy with the turn of events and has appealed to this Court. The Notice of appeal contains three grounds of appeal and they read thus:

1. The learned trial Judge erred in law in his interpretation of Section 54(1) of CAMA 1990 when he held the plaintiff, a foreign company registered abroad, is a non juristic person unknown to the Nigerian law and incompetent to sue in Nigeria.

Particulars of Error

(a) Section 54(1) of CAMA 1990 do not determine or erode the juristic personality of a foreign company registered abroad nor provides for companies which can sue or be sued in their corporate names.

(b) Section 54(1) of CAMA 1990 prescribes without more the conditions that must be fulfilled by a foreign company seeking to do business in Nigeria.

(c) The learned trial Judge fails to appreciate purport of private international law which permits a foreign company registered abroad to sue in another jurisdiction, creating a basis for reciprocity in international relations.