Companhia Brasifeira De Infraestrutura (Infaz) V. Cobec Nigeria Limited (2018)

LAWGLOBAL HUB Lead Judgment Report

KUMAI BAYANG AKA’AHS, J.S.C.

The appellant, Companhia Brasifeira De Infraestrutura (INFAZ) filed a Winding Up Petition before the Federal High Court, Lagos on the ground that the relationship between the Petitioner, Respondent and the Respondent’s chairman, Chief Ogunbanjo, had deteriorated. And pursuant to Rule 10 of the Companies Winding Up Rules, 1983, the Petitioner brought a motion on notice dated 18 March, 1992 seeking an order to advertise the Petition filed.

The Respondent, in opposition to the application of the petitioner filed a 19 paragraphs affidavit opposing the Petition. The Respondent also filed a Motion on Notice dated 31 March, 1992 seeking an order of Court striking out/staying/dismissing the Petition filed.

The grounds for opposing the Petition were:-

(a) that the Petitioner was neither a creditor nor a contributory;

(b) that they are not one of the persons allowed to present a Petition under Section 407 of the Companies and Allied Matters Act 1990;

(c) that the Petitioner was not a party to the Joint Venture Agreement (PVA) entered into with Companhia

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Brosileira De Entrepostos E Commercio and the Nigeria partners;

(d) that the Petitioner is not a known legal entity;

(e) that Companhia Brasieira De Entrepostos E Commercio of Brazil was the only foreign shareholder known to the Respondent.

In opposition to the Motion by the Respondent, the Petitioner filed a 4 paragraph affidavit dated 5 July, 1992 annexing Exhibits AA – AA2.

In his ruling delivered on 3 November 1992, Edet J of the Federal High Court, Lagos struck out the Petition and the motion to advertise the Petition for being illegal. The trial Judge held that for the change of name of the Petitioner in Brazil to be legally cognizable in Nigeria, it must also conform with Section 31(3),(5),(6)(7) and (8) of the Companies and Allied Matters Act 1990. It was also held that the Petitioner, INFAZ of Brazil is not a legal person in Nigeria and therefore cannot be a creditor or shareholder in the Respondent’s Company.

The Petitioner was dissatisfied with the Ruling of the Federal High Court and filed a Notice of appeal containing two grounds of appeal. The Court of Appeal in dismissing the appeal held that since no foreign law,