Corporate Affairs Commission V. The Registered Trustees of Celestial Church of Christ (Nigeria Diocese) (2009)

LawGlobal-Hub Lead Judgment Report

JIMI OLUKAYODE SADA, J.C.A

This is an appeal against the Judgment of the Federal High Court Abuja in Suit No: FHC/ABJ/CS/277/05 – THE REGISTERED TRUSTEES OF CELESTIAL CHURCH OF CHRIST (NIGERIA DIOCESE) VS. CORPORATE AFFAIRS COMMISSION delivered on the 20th day of December 2005 wherein the Court granted all the reliefs sought by the Plaintiff now Respondent in this appeal.

Briefly the facts of the case are that the Respondent as Plaintiff in the lower Court by an Originating Summons filed on the 18th day of May 2005 sought for the following reliefs:-

1. A declaration that the Defendant cannot statutorily countenance a caveat or objection filed to the replacement and appointment of additional Trustees after 28th days of the last publications in the newspapers of the proposed change or replacement and appointment of additional trustees.
2. A declaration that the Defendant has no discretion under Companies and Allied Matters Act not to assent to the application for the replacement and appointment of additional Trustees upon fulfillment of the statutory requirement for such replacement and appointment of additional trustees.
3. A declaration that the reliance of the Defendant on an objection filed after the expiration of 28 days of the last publication in the newspapers of the replacement and appointment of the Reverend (Pastor) Emmanuel Friday Oschoffa as a trustee is unknown to the Companies and Allied Matters Act.
4. An Order directing the Defendant to register Reverend (Pastor) Emmanuel Friday Oschoffa as a Trustee of the Plaintiff forthwith.

After the address by Counsel for both parties the lower Court in a considered Judgment granted all the reliefs sought by the Respondent and ordered the Appellant to register Reverend (Pastor) Emmanuel Friday Oschoffa as a trustee of the Respondent forthwith.

Dissatisfied with the said Judgment the Appellant has appealed to this Court with a notice of appeal containing three grounds dated the 15th day of March 2006.

The learned Counsel for the Appellant formulated three issues for determination as follows:-

1. Whether the trial Court was right in substituting the arguments of the Plaintiff by suo motu citing and relying on Sections 677 and 678 of the Companies and Allied Matters Act, Cap 59 Laws of the Federation in the place of Section 597(3) and 599 of the Companies and Allied Matters Act, Cap C 20 Laws of the Federation 2004 cited and relied upon by the Plaintiff without giving the Appellant the opportunity to be heard.
2. Whether the trial Court was right in holding that the Appellant cannot countenance an objection received by it after 28 days when the Appellant was not heard on the issue.
3. Whether the trial Court was right in declaring that Reverend (Pastor) Emmanuel Friday Oschoffa be registered as a trustee inspite of several pending litigations against him and known to the Appellant.

The Learned Counsel for the Respondent on the other hand formulated three issues for determination as follows:-

1. Whether editions of the Law of Federation of Nigeria, from which the relevant provisions of the Companies and Allied Matters Act are read by the Respondent and the lower Court alike, are relevant in the considerations of the substance of the Respondent’s case and/or whether the Appellant was given fair hearing.
2. Whether in view of the provisions of the Companies and Allied Matters Act, the lower Court was right in holding that the Appellant could not countenance an objection received after 28 days of the last date of publication of the appointment.
3. Whether the trial Court ought to have gone beyond the issue before it by considering the alleged litigations against Reverend (Pastor) Emmanuel Friday Oschoffa instead of declaring him as a trustee of the Respondent.

Even though the Appellant was duly served on 29/1/09 with hearing notice, since he was absent in Court on 10th day of February 2009 when the appeal came up for hearing, therefore pursuant to Order 17 rule 9 (4) of the Court of Appeal Rules 2007, the appeal was treated as having been duly argued since the Appellant has filed his brief of argument.

The Learned Counsel for the Respondent at the hearing adopted and relied on the Respondent’s brief of argument in urging that the appeal be dismissed.

The issues as formulated by Learned Counsel on behalf of the parties are similar. However the issues set out on behalf of the Appellant are considered relevant and apt to determine this appeal.

Issue 1

Whether the trial Court was right in substituting the arguments of the Plaintiff by suo motu citing and relying on Sections 677 and 678 of the Companies and Allied Matters Act, Cap 59 Laws of the Federation in the place of Section 597(3) and 599 of the Companies and Allied Matters Act, Cap C 20 laws of the Federation 2004 cited and relied upon by the Plaintiff without giving the Appellant the opportunity to be heard.

Learned Counsel for the Appellant submitted that the Leaned Counsel for the Plaintiff, now Respondent in this Appeal cited and relied upon a nonexistent law when he cited and relied on Sections 597 (3) and 599 of the Companies and Allied Matters Act Cap C 20, Laws of the Federation 2004 when arguing his case in the lower Court.

He argued further that the application in this case was by way of Originating Summons, which in essence was for the interpretation of the provisions of a law, and the Plaintiff had a duty to ensure that his application is predicated on an existing law.