Bernard Amasike V. The Registrar-general, Corporate Affairs Commission & Anor (2005)

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MARY PETER-ODILI, J.C.A.

The appellant being plaintiff filed an originating summons on the 13th of November, 2003 at the Federal High Court, Abuja, Coram: Ukeje, J. seeking among other things, a declaration that the respondents (defendants in the court below) rejection of the appellant’s proposed corporate names- “Institute of Corporate Governance”, “Bureau of Corporate Governance” and “Institute of Corporate Policy and Corporate Governance” – by designating same as “Not Registable” under Part C of the Companies and Allied Matters Act (CAMA) is improper, ultra vires and not in accordance with CAMA provisions.

The appellant averred he filed with the respondents three successive applications for the approval and reservation of the foregoing corporate names and paid the appropriate fees. That inspite of repeated demands, the respondents refused to state the grounds for the decision that the proposed names were “not registrable”.

Dissatisfied with the respondent’s decision, the appellant filed the substantive suit to determine inter alia whether having regard to Part C of the Companies and Allied Matters Act, 1990, it was proper for the respondents to reject as “non registrable” the appellants proposed corporate names – “Institute of Corporate Governance”.

“Bureau of Corporate Governance” and “Institute of Competition Policy and Corporate Governance.”

The respondents filed a counter affidavit to the originating summons. The originating summons was heard and on July 5, 2004 the lower court determined in ruling, striking out the appellant’s suit on the following grounds:

1. By section 30(1)(c) of CAMA, the names respectively are capable of misleading as to the nature and extent of the proposed company’s activities; and in addition, the names are offensive and are contrary to public policy.
2. By section 30(2)(a), the proposed name each by the employment of the words making up the name suggests and is calculated to suggest that the company enjoys or would enjoy the patronage of the Government of the Federation or any of the States.
3. There is no where under Part C that the plaintiff was required to submit for availability of name.

Dissatisfied with the ruling of the lower court, the appellant appealed to the Court of Appeal for a reversal of the lower courts’ ruling and a determination by the Court of Appeal of the questions presented in the originating summons together with the reliefs sought therein which reliefs are as follows:

(i) A declaration that the defendants’ rejection of the plaintiff’s proposed corporate name – “Bureau of Corporate Governance” by designating same as “Not Registrable “under Part C of CAMA is improper, ultra vires and not in accordance with CAMA provisions.

(ii) A declaration that the defendants rejection of the plaintiff’s proposed Corporate name -” Bureau of Corporate Governance’ by designating same as “Not Registrable” under Part C of CAMA is improper, ultra vires and not in accordance with CAMA provisions.

(iii) A declaration that the defendants’ rejection of the plaintiff’s proposed Corporate name – “Institute of Competition Policy and Corporate Governance” by designating same as “Not Registrable “under Part C of CAMA is improper, ultra vires and not in accordance with CAMA provisions.

(iv) A declaration that defendants’ exercise of its discretion by rejecting the plaintiff’s proposed Corporate names to wit: Institute of Corporate Governance “Bureau of Corporate Governance” and/or ”’Institute of Competition Policy & Corporate Governance” is invalid in that the said discretion was not judiciously and/or judicially exercised.

(v) A declaration that the rejection by the defendants of the plaintiff applications for ‘name availability” with respect to the proposed corporate names, was improper and not in accordance with the provisions of CAMA, 1990.

(vi) A declaration that the defendants’ response in rejecting the plaintiff’s application for ‘name availability by making same “Not Registrable” was vague and ambiguous and thus an abuse of discretion.

(vii) A declaration that the names ‘Institute” and/or “Bureau” are not prohibited names under the Act and that the defendants were not justified in refusing same as “Not Registrable.”