Hussein Mansour V. Carnco Foods (Nigeria) Limited (2014)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

CHINWE EUGENIA IYIZOBA, J.C.A. (Delivering the Leading Judgment)

The Appellant herein, Hussein Mansour is the Chairman/Chief Executive of Nigerian Weaving, Spinning and Printing Company Ltd (otherwise known as Newspin Ltd). On 3/2/99 Afribank Nigeria Plc appointed Prince Adesupo Adetona a Receiver over the Assets of Newspin Ltd. The Receiver commenced the process of assigning (by sub-lease) the unexpired residue of Newspin’s interest in Plot 14 Iganmu Industrial Estate Surulere, Lagos to the present Respondent Carnco Foods (Nig) Ltd.

Newspin commenced Suit No: FHC/L/CS/992/02 at the Federal High Court, seeking a Declaration inter-alia that the Receivership in question was limited to only movable Assets of Newspin and certainly did not extend to Newspin’s immovable property at Plot 14 Iganmu Industrial Estate Surulere, Lagos.

The present Appellant, Hussein Mansour with Newspin as the 2nd Claimant filed Suit No: ID/701/2005 at the High Court of Lagos State, Ikeja judicial Division against Carnco Foods (Nig) Ltd as 1st Defendant and the Receiver Prince Adesupo Adetona as the 2nd Defendant.

In the suit at the High Court the Claimants claimed against the Defendants as follows:

“1. A declaration that the purported Deed of Sublease made by the 2nd Defendant in the name, but without the consent and authority of the 2nd Claimant purportedly granting to the 1st Defendant eighteen (18) years sublease of the Claimants leasehold property at Plot 14, Iganmu Industrial Estate, Surulere, Lagos is null and void and of no effect whatsoever.

2. An order setting aside the purported Sublease of the 2nd Claimant’s leasehold property by the 2nd Defendant.
3. The sum of N100 million being general and special damages against the Defendants for various acts of trespass and interference with the claimants’ exclusive possession or right to exclusive possession of Plot 14, Iganmu Industrial Estate, Surulere, Lagos.
4. An order of perpetual injunction restraining the defendants, either by itself, servants, agents, privies or otherwise howsoever from committing further acts of trespass and interference in respect of the said property.

The 1st Defendant Carnco Foods Nigeria Ltd. counter-claimed for:

(a) A declaration that sequel to the agreement made between the 2nd claimant and the 1st Defendant in 2001 for the sublease of the 2nd Claimant’s leasehold property at Plot 14 Iganmu Industrial Estate, Surulere, Lagos the terms of which are stipulated in the 2nd Claimant’s letter of December 20, 2001 the 1st Defendant is entitled to remain in peaceable possession and quiet enjoyment of the property for the period of 18 years covered by the agreement which will expire on 28th February, 2019 without any interference in any manner whatsoever by the 1st Claimant or any Director, shareholder, Official Employee or Agent of the Claimant.

(b) An order of perpetual injunction restraining the 1st claimant his agents servants, privies and or any Director Shareholder office Employee or agent of the 2nd Claimant from interfering in any manner whatsoever with the 1st Defendant in its peaceable possession and quiet enjoyment of the property at Plot 14 Iganmu Industrial Estate, Surulere, Lagos until 18 years covered by the Agreement for the sublease of the property made between 2nd Claimant and the 1st Defendant as stated in the 2nd Claimant’s letter of December 20, 2001.

(c) In the alternative 1st Defendant claims the refund of the sum of N36,000,000.00 (Thirty-six million naira) being money paid by the 1st Defendant to the 2nd Claimant through its receiver for its use and benefit.

(d) Interest at bank prime lending rate as at December 2001 on the said sum from December, 2001 until judgment.

(e) Costs

(f) Solicitors fees being N3,000,000.00

Following a preliminary objection on the 27th of October, 2006 Hon. Justice Candide-Johnson struck-out the main suit that is the claims of the Claimants (Newspin Ltd and Hussein Mansour) in suit No: ID/701/2005 on the grounds of jurisdiction and locus standi. The learned trial Judge held that the claims which involved a dispute over the Receiver/managers mandate was a CAMA (Companies and Allied Matter Act) related dispute captured by section 251(1) (e) of the 1999 Constitution of the Federal Republic of Nigeria. The Court proceeded to strike-out Newspin (the 2nd Claimant) and the Receiver (the 2nd Defendant from the Suit, leaving Hussein Mansour (the present Appellant) and Carnco Foods Nigeria Ltd (the present Respondent) as the only parties in the subsisting action, the counter-claim.