Dikko And Sons Limited V. Corporate Affairs Commission (2014)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

ABUBAKAR DATTI YAHAYA, J.C.A. (Delivering the Leading Judgment)

The appellant herein, as the plaintiff at the trial court, took out an action against the respondent, which was the defendant. The following reliefs were claimed in the statement of claim –

“1. A Declaration that the defendant was negligent and or in error by registering A DIKKO AND SONS NIGERIA LIMITED when it knew or ought to have known that A DIKKO AND SONS LTD (the plaintiff) was in existence.

(2) Payment of the sum of N8,349,500.00 being special damages for the loss of 3 Diamond Bank cheques viz: Cheque No. 3216 for the sum of N2,697,500.00, cheque No. 00020855 for the sum of N2,474,400.00 and cheque No. 00020855 for the sum of N3,177,600.00 suffered by the plaintiff.

(3) Interest at 21% per annum from August 30th 2009 up to the date of judgment and eventual payment.

ALTERNATIVELY TO CLAIMS 2 AND 3 ABOVE N10,000,000.00 General damages for losses suffered by the plaintiff.

After the parties had exchanged pleadings, the case went to trial and on the 18th of May 2010, the trial court dismissed the appellant’s case. Being dissatisfied with that judgment, it appealed to this Court.

The case of the appellant at the trial court is that it was registered by the respondent as a private limited liability company on the 4th of September, 2008, with Registration No. 771050. The respondent, as a Federal Government Agency, is charged with the responsibility of regulating and registration of companies, amongst other things.

In breach of section 30(1) (a) of the Companies and Allied Matters Act (CAMA), it negligently registered another company called A DIKKO AND SONS NIGERIA LIMITED on the 17th of December, 2008, with registration No. 791987. Thereafter, cheques meant for the Appellant, were lodged in an account with a commercial bank, by the person who promoted A. DIKKO AND SONS NIGERIA LIMITED (hereafter called the 2nd company) and he made away with the money.

The appellant contended that but for the negligence of the respondent in registering the 2nd company, very similar in name with it, it would not have suffered the losses it incurred. The appellant did not produce and tender the certificate of incorporation of the 2nd company and the trial court held that on that score, it was not able to award damages in favour of the appellant.

The appellant’s brief of argument was settled by Mr. Adekola Mustapha and it was filed on the 18th of October 2010. He identified three issues for determination thus –

1. Was the Supreme Court decision in ACB Plc & Anor v. Emostrade Limited (2002) 8 NWLR (Pt. 770) 501 rightly applied by the learned trial judge to the instant case?
2. Did the learned trial judge properly evaluate and appraised (sic) the evidence led in support of the pleadings filed by the parties.
3. Was the learned trial judge correct to hold that the Appellant did not prove the fundamental ingredient of actual duty of care owed it by the Respondent?

He also filed Appellant’s Reply brief on 12/9/12.

The Amended Respondent’s brief of argument was settled by learned counsel, A. B. Mahmud and filed on the 20th of February, 2012. He identified three issues, but at the hearing of this appeal on the 20th of March 2014, he abandoned Issue No. 2 along with the arguments on it. The Issue was struck out. So the two Issues he identified are –

1. Whether from the pleadings and evidence before the court, the plaintiff/appellant has established the breach of its statutory duty of care and or its breach by the Defendant/Respondent’s alleged registration of the company called “A DIKKO And Sons Nigeria Limited”?
2. Whether the evaluation of the evidence by the trial court has occasioned a miscarriage of justice on the appellant.

In view of the fact that the Issues identified by the Appellant are property based on the grounds of appeal, I shall utilize them in resolving this appeal