World Mission Agency Inc. V. Chief Olufemi Sodeinde & Anor (2012)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

JOSEPH SHAGBAOR IKYEGH, J.C.A. (Delivering the Leading Judgment)

The appeal is sequel to a Ruling of the High Court of Justice of Ogun State sitting in Ota in the Ota Judicial Division (the court below) dismissing the preliminary objection brought by the appellant challenging its juristic existence as defendant against the respondents’ suit at the court below.

The background facts were that the respondents sued the appellant using the name and title of World Mission Agency Inc.’ They claimed five reliefs against the appellant, The said reliefs were tied to disputed ownership of a parcel of land in the Gbalefa Peninsular in Ado-Odo/Ota Local Government Area of Ogun State.

The application for a writ of summons accompanied a statement of claim. Both maintained the description of the appellant as defendant in the name and style of ‘World Mission Agency Inc’. The appellant did not file statement of defence. It sponsored a notice of preliminary objection attacking the juristic personality of the appellant. The court below heard the preliminary objection on affidavit evidence and legal submissions of the contending parties. It dismissed the preliminary objection on the grounds that it should have been raised in a statement of defence and that the certificate of occupancy together with the survey plan over the disputed tract of land are in the said name of the appellant which was confirmed by a verified copy of Corporate Affairs Commission Company (C.A.C.) search.

By an order for extension of time to appeal and for extension of time to apply for leave to appeal and for leave to appeal (Trinity prayers) granted by this court on 5.7.10 (see pages 44.45 of the record of appeal (the record)), the appellant filed a notice of appeal with four grounds of appeal reflected on pages 41-43 of the record.

The appellant’s brief of argument filed on 13.7.2010, distilled two issues for determination on the appeal. For convenience, I copy the two issues below-

“(i) Whether the Preliminary Objection raised by the Appellant in this suit, as to its juristic personality was precipitate, same having been raised in limine, without filing Statement of Defence.

(ii) Whether the presence of the name WORLD MISSION AGENCY INC. (the Appellant), in a certificate of occupancy and/or in an uncertified public document is proof of Appellant’s juristic personality.”

In arguing the appeal on the first issue married to ground 4 of the notice of appeal,the appellant cited the cases of Madukolu v. Nkemdilim (1962) 1 All NLR 587 at 595, Tukur v. Government of Gongola State (1989) 4 NWLR (Pt.117) 517 at 557, Kotoye v. Saraki (1994) 7 NWLR (Pt.357) 414 at 454, F.G.N. v. Oshiomole (2004) All FWLR (Pt.209) 972 at 982, Oloba v. Akereja (1988) 2 NSCC 120 at 135, Owodunni v. Registered Trustees C.C.C. (2008) All FWLR (Pt.421) 824 at 852-853 and section 6 of the Constitution of the Federal Republic of Nigeria 1999, as amended, (1999 Constitution) to urge that the question of the juristic personality of the appellant is a matter of jurisdiction which can be raised in limine or without filing statement of defence and was properly raised by the respondents by way of preliminary objection under the overriding provision of section 6 of the 1999 Constitution.

Arguments on the second issue linked to grounds 1, 2 and 3 of the notice of appeal agitated that by section 6(6) (b) of the 1999 Constitution read with the cases of Knight and Seale v. Dove (1964) 2 All E.R. 307 at 309, Fawehinmi v. N.B.A. (No.2) (1989) 2 NWLR (Pt.105) 555 at 632, Randle v. Kwara Breweries Ltd (1985) 6 SC 15, Registered Trustees Pentecostal Assemblies of the World Inc, v. Registered Trustees African Apostolic Christ Church (2003) FWLR (Pt.150) 1795 at 1813 the juristic personality of the appellant donated to it by statute or incorporation as an artificial person can only be established by evidence of certified true copy of its certificate of incorporation under sections 36(6), 596(3) and 606 of the Companies and Allied Matters Act (CAMA), 2004, and sections 97(2) 111 and 112 of the Evidence Act, (2011), and the cases of Ndayako v. Mohammed (2007) 32 WRN 176 at 190, Oba Okiki 11 v. Jagun (2000) 5 NWLR (Pt.655) 19, not by certificate of occupancy under section 65(1) of the Land Use Act 1978, and section 18 of the Interpretation Act, 2000; consequently the court below was wrong to place reliance on Exhibit J01 (certificate of occupancy) Exhibits J02 and J03 (pleadings in an earlier suit between different parties) and the uncertified Exhibit J04 (C.A.C. Company search) to resolve that the appellant is a juristic person and was properly sued in the name of “World Mission Agency Incorporation” vide Adomba v. Odiese (1990) 1 NWLR (Pt.125) 165 at 186, Fawehinmi v. IGP (2000) FWLR (R.12) 2015 at 2044, Edem v. Canon Balls Ltd (2005) All FWLR (Pt.276) 693 at 716, Atanda v. Ajani (1989) 3 NWLR (Pt.111) 511 at 539, Akano v. Ilorin Emirate Council (2001) FWLR (Pt,42) 59 at 80, Egbue v. Araka (1995) 2 NWLR (Pt.433) 688 at 710-711.

It was finally argued that the court below should have presumed under section 149(d) of the Evidence Act that the non-production of the certified true copy of the certificate of incorporation of the appellant amounted to the withholding of a piece of evidence and precluded the court below from presuming by “Judicial Knight Errantry” that the appellant was incorporated vide Egbue v. Araka (supra), Ohwovoriole v. F.G.N. (2003) FWLR (Pt.141) 2019 at 2035 and Katto v. CBN (1991) 2 NSCC 737

The respondents’ brief dated and filed on 8.12.10, but deemed properly filed on 14.12.10, raised a preliminary objection on the competency of grounds 1-3 of the notice of appeal on the premise that no issue of admissibility of documents emerged from the Ruling of the court below, therefore the said grounds of appeal did not arise from the ratio of the Ruling of the court below and ought to be discountenanced vide Saraki v. Kotoye (1992) 9 NWLR (Pt.264) 156 at 184.

The respondents’ brief proceeded to identify an issue for determination of the appeal framed thus –

“Whether the preliminary objection raised by the Appellant at the court below as to the juristic personality of the Appellant was precipitate, same having been raised in limine, without filing a statement of defence.”