Eze Okorocha V. United Bank For Africa Plc & Ors (2018)

LAWGLOBAL HUB Lead Judgment Report

AMIRU SANUSI, J.S.C.

This appeal is against the judgment of Court of Appeal, Lagos division (the lower Court or Court below) delivered on 11th day of May, 2010 which had affirmed the Judgment of the Investment And Securities Tribunal (hereinafter referred to as “the Tribunal”) delivered on 30th September, 2008 at Lagos. In its Judgment now appealed against, the lower Court dismissed the appeal of the appellant and also struck out an application filed by the appellant/applicant for want of jurisdiction to entertain the application filed against the 1st to 4th respondents herein, as tribunal of first instance with regard to the 5th Respondent. The lower Court held that consequent upon its striking out the application of the appellant for want of jurisdiction, the action against the 5th Respondent which emanated as a result of the alleged default of the 1st to 4th Respondents, the action could no longer be sustained or stand.

Before dealing with the issues raised by learned counsel of the parties, My lords please permit me to give brief summary of the facts which gave rise to this appeal in the first Place.

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The appellant as applicant approached the Tribunal with an application seeking some declaratory and injunctive reliefs which include the followings:-

1. A declaration that the Respondents are mandated under the Laws and Rules to complete and or ensure that all allotments of the 1st Respondent’s public offer of March 2007 are received by subscribers not later than six weeks after close of the offer and or within the period extended by the 5th Respondent and that they have since failed and neglected in that regard.
2. A declaration that the 1st Respondent breached its contract with the Applicant as per the Applicant’s subscription for the 1st Respondent’s shares at the prescribed time for allotment of the Applicant’s said shares
3. A declaration that the delivery of the Applicant’s share certificate to him on the 1st February 2008 on the said offer was done late and in disregard of the stipulated Rules and guiding Regulations and as a result, the Applicant has suffered damages.
4. An order of mandatory injunction, directing the 1st, 2nd and 3rd Respondents to immediately comply with the Regulations of the Investment and

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Securities Act of 1999.

5. An Order restraining the 1st, 2nd, 3rd and 4th Respondents from issuing any share to the members of the public or participating in any public issue to the public, except in accordance with the provisions of the law and Rules and Regulations
6. The sum of N15,000,000= (Fifteen Million Naira Only), as general damages for loss of revenue and opportunity cost of the Applicant’s investment with the 1st Respondent
7. The sum of #7,000,000= (Seven Million Naira) as exemplary damages against the 1st to 4th Respondents
8. The sum of N2,000,000= (Two Million Naira) as special damages against the 1st, 2nd, 3rd and 4th Respondents on account of the Applicant’s legal cost and other incidental expenses
9. An order compelling the Securities and Exchange Commission to Sanction the Respondents for breach of the Investments and Securities Act and the Securities Act and Securities and Exchange Commission Rules and Regulations made pursuant to the Act.

The 1st Respondent had on 23rd of February 2001, advertised for the subscription of its shares and paid the shares of 2,000,000 at N35 per share through the agents of

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the 1st Respondent. After waiting for the shares, the appellant was not issued with the share certificate. The appellant thereafter filed an Originating Application against the respondents. Pleadings were filed and exchanged, but the Tribunal suo motu raised issue of jurisdiction to entertain the claim and invited parties to address it and later in its ruling of 30th April 2008, it held that it lacked jurisdiction to entertain the matter and also ruled that the Appellant had not taken step by complaining to the Securities and Exchange Commission.

Dissatisfied with the decision of the Tribunal, the appellant unsuccessfully appealed to the Court below, hence this further appeal to the Supreme Court.

In arguing this appeal the learned counsel for the appellant in his Amended Brief of Argument formulated two issues for determination as argued below.

ISSUE NO 1

Issue no 1 whether the Court below gave a proper interpretation of Section queries whether 284(1)(a) (3) of the Investment and Securities Act 2007 to the effect that the Investment and Securities commission lacks jurisdiction to entertain the appellant’s claims since the