Ichie Chuks Muoma (Ochiagha Oraifite) V. Corporate Affairs Commission & Ors (2013)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

ADZIRA GANA MSHELIA, J.C.A. (Delivering the Leading Judgment)

This is an appeal against the decision of Hon. C.E. Archibong J. of Federal High Court Enugu delivered on 15th day of November, 2003 wherein he struck out the Plaintiff/Appellant’s Suit in its entirety upon the Preliminary Objection raised by the 2nd – 8th Defendants/Respondents challenging the jurisdiction of the court.

At the Federal High Court, the Plaintiff/Appellant had in paragraph 17(a) – (h) of his statement of claim dated 21st day of October, 2002 at pages 12 – 13 of the record sought for the following reliefs:-

“WHEREOF the Plaintiffs has suffered damages and claims from the Defendants, jointly and severally, as follows:-

(a) A DECLARATION that the 2nd Defendant should not operate or carry on any of the objects or objectives of the Oraifite Improvement Union (O.I.U.) without a valid and subsisting certificate of incorporation issued by the 1st Defendant.

(b) A DECLARATION that the 2nd Defendant is not entitled to carry on or conduct the affairs of the Oraifite Improvement Union unless and until the names of the registered trustees of Oraifite Improvement Union (O.I.U.) are lodge and registered with the 1st Defendant.

(c) A DECLARATION that the two versions of the draft/proposed Constitution being circulated by the 3rd – 8th Defendants for adoption as the new constitution of Oraifite Improvement Union (O.I.U.) constitute a flagrant breach of the provisions of the Companies and Allied Matters Act, Cap. 59, Laws of the Federation of Nigeria, 1990 and the Constitution of the Federal Republic of Nigeria, 1990, and a fortiori UNLAWFUL, NULL, VOID and INOPERATIVE.

(d) A DECLARATION that the amendment of the existing/subsisting Constitution of Oraifite Improvement Union, 1985, or the promotion, promulgation, writing or adoption of a new constitution for Oraifite Improvement Union (O.I.U.) is ULTRA VIRES the powers and functions, if any, of the 7th and 8th Defendants and the illegal interim management committee, so called, headed by them.

(e) A DECLARATION that the unelected “Interim Management Committee” of the Oraifite Improvement Union (O.I.U.) of which the 7th and the 8th Defendants are the “Chairman” and “Secretary”, respectively is ULTRA VIRES and/or inconsistent with the constitution of Oraifite Improvement Union, 1985, the Companies and Allied Matters Act, 1990 and consequently NULL, VOID and INOPERATIVE.

(f) AN INJUNCTION restraining the 1st Defendant, its servants, agents and privies or otherwise howsoever, from accepting from the 2nd-8th Defendants, or any of them and registering any constitution or document purportedly replacing the said constitution of Oraifite Improvement Union 1985.

(g) AN INJUNCTION restraining the 3rd – 8th Defendants, by themselves, their servants, agents privies and successors, or otherwise howsoever, from canvassing, promoting, proffering, or in any other manner, overtly or covertly, whatsoever, the adoption of wither or both versions of the draft/proposed constitution aforesaid in replacement of the existing/subsisting Constitution of Oraifite Improvement Union 1985.

(h) AN INJUNCTION restraining the 3rd – 8th Defendants, by themselves, their servants, agents or privies from convening any meeting of 2nd Defendant or Oraifite Improvement Union in any manner or carrying out the management and control of 2nd Defendant or Oraifite Improvement Union (I.O.U.).

By a Notice of Preliminary Objection filed on 6/12/2002 the 2nd – 8th Defendants/Respondents sought for an order of the court striking out the suit for lack of Jurisdiction. The grounds of objection includes:-

“(a) The 2nd Defendant not being a body corporate within the intendment of Section 613 and 679 of the Companies and Allied Matters Act cannot sue or be sued as a body corporate.