Prince Abdul Rasheed Adesupo Adetona & 2 Ors V. Igele General Enterprises Ltd (2011)

LAWGLOBAL HUB Lead Judgment Report

SULEIMAN GALADIMA, J.S.C.

This is an appeal against the decision of the Court of Appeal, Lagos Division delivered on the 10th March, 2005 whereby the court dismissed the appeal lodged by the Appellants against the ruling of the High court of Lagos state, which dismissed Appellants’ preliminary objection dated 16th October, 2010 filed by the Appellants in which they sought to strike out the Respondents’ suit on the ground that the suit arose from the exercise of powers and duties of a Receiver/Manager and therefore falls within the operations of the Companies and Allied Matters Act, over which the Federal High court has exclusive jurisdiction by virtue of the provision of section 251, (1)(e) of the 1999 constitution of the Federal Republic of Nigeria.

I shall briefly recount the events which culminated in the suit of the Respondent at the trial court for N2 million general and/or exemplary damages against the Appellants jointly and severally. Sometime in June, 2000, the 1st Appellant took over the management of the 2nd Appellant following his appointment as Receiver/Manager of the 2nd Appellant by the 3rd Appellant. On 7th December, 2000 (six months after the takeover), the 1st Appellant in the purported exercise of his duties broke into and locked up the premises at 27A Fatai Atere Way, Matori Mushin, Lagos, which premises also housed the Respondents office and warehouse.

The Respondent has averred that the 1st Appellant refused it access to its office and warehouse in which its chemicals and other properties worth millions of naira were kept until 6th April, 2001, in spite of efforts by the Respondent to convince him to open up the premises. By a Notice of preliminary objection dated 16th October, 2001, the appellants challenged the jurisdiction of the trial court to hear and determine the suit on the ground that the Federal High court is the court vested with jurisdiction in respect of the subject matter of the suit. In his ruling, Oshodi (J) upheld the objection and held that the court has jurisdiction to entertain the suit and dismissed the preliminary objection. The appellants by a Notice of Appeal dated 21st May, 2002 lodged an Appeal against the ruling of the trial court. In accordance with the court of appeal Rules, the parties filed and exchanged briefs of argument and the appeal was heard on 2nd February, 2005. The Lower Court in its Judgment on 10th March, 2005 dismissed the appeal and upheld the decision of the trial court assuming jurisdiction to entertain action instituted by the Respondent.

Being dissatisfied with this decision the appellants further appealed to this Court by a Notice of appeal dated 23rd day of March, 2005.

The Appellants’ sole issue raised for determination of the appeal reads thus:

“whether the Court of Appeal was right in its decision that the High court of Lagos State has jurisdiction to entertain the suit instituted by the Respondent. (Grounds 1 and 2 of the Notice of Appeal).”

In the Respondent’s brief the sole issue he identified in this appeal is:

“whether, from the Respondent’s claim and the circumstances of this case, the Court of Appeal was right in holding that the High court of Lagos state has jurisdiction to entertain the Respondent, suit.”

This appeal came up for hearing on 18th October, 2010 wherein the appellants’ counsel Olatunde Adejuyigbe Esq. adopted and relied on the Appellants’ brief of argument. He made no further amplification on the sole issue presented for determination of the appeal. However, he did not hesitate in urging this court to allow the appeal. Similarly, learned counsel for the Respondent Olanrewaju Osinaike Esq., having adopted the Respondent’s brief and relied on the same, cursorily urged this court to dismiss Appellants’ appeal in its entirety and uphold the decision of the lower court directing that the High court of Lagos state should proceed with the trial of the suit.

Learned counsel for the Appellants in the brief he settled for the Appellants submitted that it is trite law that in considering whether or not a court has jurisdiction to entertain the subject matter of a suit the writ of summons and Statement of Claim must be perused carefully in order to determine which court is vested with jurisdiction over the subject matter of the suit. In support of this submission, he cited: ADEYEMI v. OPEYORI (1976) 9-16 SC.31, OREMO II v. ADEKANYE (2004) 13 NWLR (pt.891) 572. It is therefore urged that the writ of summons and statement of Claim filed by the Respondent at the trial court must be examined by this court in determination of this appeal. Particular reference was made to paragraphs 5, 6, 7, 8, 9 and 10 of the Appellants’ statement of claim which were reproduced in the brief of argument. Referring further to s.393 of the Companies and Allied Matters Act. Cap. C.20 LFN 2004, learned counsel submitted that it confers on the 1st Appellant, being a person appointed as Receiver of the property of the 2nd Appellant, the power to take possession of and protect the property. That the court is not concerned at this stage with the propriety or otherwise of the powers exercised by the 1st Appellant over the whole premises aforesaid.

Learned counsel further submitted that whereas the grouse of the Respondent, as ventilated in the statement of claim, is clearly about the acts and conduct of the 1st Appellant in locking up the whole premises of the 2nd Appellant in the exercise of his powers under section 393(1) of the companies and Allied Matter Act. (supra). It is submitted that only the Federal High court that can exercise jurisdiction over the subject matter of the suit.

Reliance was placed on the cases of FAGBOLA v. KCCIMA (2006) 1 6 NWLR (pt.977) 439 at 450- 451; MAKERI SMELTING CO. LTD v ACCESS BANK (NIG) PLC (2002) 7 NWLR (pt.766) 447, and WEMA BANK PLC v. CHRIS ROCK LAB IND. LTD (2002) 8 NWLR (pt.770) 614 at 630-631.

In the light of the above submission learned counsel has urged this court to resolve the sole issue for determination in the negative in favour of the Appellants.