Corporate Affairs Commission V. United Bank For Africa PLC & Ors (2016)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

ABIMBOLA OSARUGUE OBASEKI-ADEJUMO, J.C.A. (Delivering the Leading Judgment)

This is an appeal against the decision of the Federal High Court, Lagos Division, coram IDRIS J. delivered on the 18th day of March, 2013.

The brief facts of this case as put forward by the Appellant is that the Appellant, as the regulatory body established as per the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria, 2004 and in purported exercise of powers conferred on it by Section 7 of the Act, wrote to various commercial banks requesting them to furnish to the Appellant records of all loan transactions and documentation between the banks and public and private companies in Nigeria between 1st January, 2008 and 31st December, 2010.

The Respondents however failed to comply with the demand on the ground that compliance would be a breach of their confidentiality duty to their customers and also that the Appellant had failed to obtain an order of Court in this regard.

In its judgment, the trial Court granted to the Appellant two out of the three reliefs but declined to grant the third relief which is an “order directing the

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Defendants to comply with the inspection exercise schedule of the Plaintiff by supplying the information sought by the Plaintiff.” Naturally aggrieved with the said decision, the Appellant filed a Notice of Appeal dated 17th April, 2013 and filed 22nd April, 2013 on two grounds.

In compliance with the Rules of Court, parties filed and exchanged their respective brief and urged this Court to resolve the issue(s) as formulated anon in their favour. Appellant’s brief settled by Chief, the Hon. U.N. Udechukwu, KSC, SAN; O.O. Adekeye Esq.; O.V. Iweze Esq. of Aina Blankson LP is dated and filed 12th July, 2013 but deemed 17th March, 2014. Appellant’s Reply Brief to the 5th Respondent’s Brief as well as Notice of Intention to vary is dated 8th October, 2013 and filed 9th October, 2013. A sole issue was identified for the determination of this appeal in the Appellant’s Brief thus:

“Whether in carrying out its functions, under Section 7 of the Companies and Allied Act, with particular reference to Sections 197(1), 198(1), 199 and, 315(2) of the Companies and Allied Matters Act, the Plaintiff, the Corporate Affairs Commission requires a Court Order. –

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GROUNDS 1 & 2″

1st Respondent’s Brief dated and filed 18th February, 2015 but deemed 13th May, 2015 was settled by K.O.P. Odidika; Dorcas Oghome Ndukrve; C.N. Omeke of Sower & Messuarius Solicitors.

A sole issue was nominated thus:

“Whether based on the provisions of Section 315(1) and (2) of the Companies and Allied Matters Act, Cap C20, Laws of the Federation of Nigeria, 2004, the Appellant has the power to carry out investigation of the affairs of the 1st Respondent without first obtaining an order of Court (Ground 2 of the Notice of Appeal)”