AFRICA PRUDENTIAL REGISTRARS PLC v. MACAULAY & ORS (2020)

AFRICA PRUDENTIAL REGISTRARS PLC v. MACAULAY & ORS

(2020)LCN/14107(CA)

In The Court Of Appeal

(LAGOS JUDICIAL DIVISION)

On Wednesday, March 25, 2020

CA/L/1137/2018

Before Our Lordships:

Mohammed Lawal Garba Justice of the Court of Appeal

Ugochukwu Anthony Ogakwu Justice of the Court of Appeal

Jamilu Yammama Tukur Justice of the Court of Appeal

Between

AFRICA PRUDENTIAL REGISTRARS PLC APPELANT(S)

And

MRS. RONKE MACAULAY (Executrix Of TheEstate Of Alhaji (Dr.) Anjorin Animashaun) 2. VISION TRUST AND INVESTMENT LIMITED 3. BIC SECURITIES LIMITED RESPONDENT(S)

RATIO

THE TERM “LOCUS STANDI”

Now, the term locus standi denotes the legal capacity to institute proceedings in a Court of law. It is often used interchangeably with terms like standing, or title to sue. The fundamental aspect of locus standi is that it focuses on the party seeking to get his complaint before a Court and not on the issues he wants to have adjudicated. See ADESANYA vs. PRESIDENT OF NIGERIA (1981) 5 SC 112 or (1981) 2 NCLR 358.
In order for a person to have locus standi, he must show that his civil rights and obligations have been or are in danger of being infringed and that he has sufficient legal interest in seeking redress in Court. See ADENUGA vs. ODUMERU (2002) 8 NWLR (PT 821) 163 and ETALUKU vs. NBC PLC (2004) 15 NWLR (PT 896) 370 at 398. The fact that a person may not succeed in the action does not have anything to do with whether or not they have the standing to sue. See LAWAL vs. SALAMI (2002) 2 NWLR (PT 752) 687 and DANIYAN vs. IYAGIN (2002) 7 NWLR (PT 766) 346.
Given the fact that locus standi denotes the capacity to institute proceedings in a Court of law, it can be a matter of law only or a question of fact only. It is a matter of law when a statute specifically and mandatorily provides for the category of person or persons who can commence a particular action. It is a question of fact only when the law does not specifically provide for the category of person or persons who can sue. In this latter situation, the claimant in his processes avers to facts which show that he has the standing to sue. See ALBIN CONSTRUCTION vs. RAO INV. AND PROPERTIES LTD (1992) 1 NWLR (PT 219) 583 at 594. The claimant need not state that he has locus standi, all he needs to do is to proffer facts establishing his rights and obligations in respect of the subject matter of the suit. See OROGAN vs. SOREMEKUN (1986) 2 NSCC 1231 at 1240.
In determining whether a claimant has locus standi, it is the cause of action that has to be examined: OLORIODE vs. OYEBI (1984) 5 SC 1 at 28; a cause of action being the entire set of circumstances giving rise to an enforceable claim. It is in effect the fact or combination of facts giving rise to the right to sue and it consists of two elements:
(a) The wrongful act of the defendant which gives the claimant his cause of complaint and;
(b) the consequent damage.
See THOMAS vs. OLUFOSOYE (1986) 1 NWLR (PT 18) 669, EGBE vs. ADEFARASIN (1987) 1 NWLR (PT 47) 1 and SAVAGE vs. UWAECHIE (1972) 3 SC 214.
In establishing whether a claimant has locus standi, it is only the pleadings filed by the claimant that a court can look at. See BUSARI vs. OSENI (1992) 4 NWLR (PT 235) 557 and GLOBAL TRANSPORT vs. FREE ENTERPRISES (2001) 2 SCNJ 224. Locus standi is determinable from a consideration of the totality of the facts proffered by the claimant in his pleadings, which facts have to be carefully scrutinized with a view to ascertaining whether it has disclosed sufficient interest to give the claimant standing and title to sue. See OWODUNNI vs. CELESTIAL CHURCH OF CHRIST (2000) 6 SC (PT III) 60 at 97, 101-102, IGBINEDION vs. OBASEKI (2014) LPELR (23208) 1 at 7-11 and EZE vs. PDP (2018) LPELR (44907) 1 at 22-23. PER OGAKWU, J.C.A.

WHETHER OR NOT THE EVALUATION OF EVIDENCE IS THE PRIMARY DUTY OF THE TRIAL COURT

The evaluation of evidence is the primary duty of the Court of trial. The function of an appellate Court on question of facts is mainly limited to seeking whether or not there was evidence before the trial Court upon which its decision on the facts was based; put differently whether the evidence was properly evaluated and probative value ascribed thereto at nisiprius. Once the Court of trial properly received and evaluated the evidence (perception and evaluation of evidence:GUARDIAN NEWSPAPERS LTD vs. AJEH (2011) 10 NWLR (PT 1235) 574 at 592, WACHUKWU vs. OWUNWANNE (2011) LPELR (3466) 1 at 50-51 and ONI vs. JOHNSON (2015) LPELR (24545) 1 at 26-27), the findings made will not be upturned since the evaluation of evidence and ascription of probative value thereto is the primary function of the Court of trial. An appellate Court is loath to interfere with the findings of the Court of trial except where it failed to evaluate the evidence properly. In the diacritical circumstances of this matter, I have insightfully considered the evaluation of evidence and findings of facts made by the lower Tribunal that the Appellant was not diligent in verifying the signature of the deceased and I find the said findings unassailable and rooted in the evidence on record. There is no reason for an appellate Court to interfere with the correct finding and decision of the lower Tribunal in this regard. PER OGAKWU, J.C.A.

WHETHER OR NOT THE COURT IS BOUND BY RELIEFS SOUGHT BY PARTIES TO A SUIT

In the words of Tobi, JSC in EAGLE SUPER PACK (NIGERIA) LTD vs. ACB PLC (2006) 19 NWLR (PT 1013) 20 or (2006) LPELR (980) 1 at 40:
“It is elementary law that a Court is bound by the relief or reliefs sought. The generosity or charity of a Court of law is confined strictly to the relief or reliefs sought to the extent that a Court of law cannot give a party what he did not claim. That is completely outside our procedural law. The rationale behind this is that a party who comes to Court knows where the shoe pinches him and therefore knows the limits of what he wants. The Court, as an unbiased umpire, so to say, cannot claim to know the relief or reliefs better than the party…”
See also DUMEZ NIGERIA LTD vs. NWAKHOBA (2008) LEPLR (965) 1 at 26 and AKINTERINWA vs. OLADUNJOYE (2000) LPELR (358) 1 at 40 or (2000) 6 NWLR (PT 659) 92. PER OGAKWU, J.C.A.

WHETHER ORNOT THE COURT CAN ADJUDICATE BETWEEN PARTIES ON THE BASIS OF A CLAIM NOT FORMULATED BY THEM

Just as it is elementary that the claimant cannot present a case different from his claim, so also can a Court not adjudicate between parties on the basis of a claim not formulated by them. In OSUJI vs. EKEOCHA (supra) at page 44, Adekeye, JSC stated:
“The position of the law is clear that a Court of law can only grant reliefs claimed by a party and not more. It is trite that a Court is duty bound to adjudicate between the parties on the basis of the claim formulated by them.”
Accordingly, in the diacritical circumstances of this matter, it was not open to the lower Tribunal, having found and held that the 1st Respondent did not prove the relief she claimed as the value of the shares, to proceed to adjudicate and decide the matter on the principle of ubi jus ibi remedium and grant the 1st Respondent a remedy which was not claimed and which was not in issue in the action fought by the parties. That was granting a relief that had not been claimed which the lower Tribunal, not being Santa Claus or a charitable institution should not have granted: EKPENYONG vs. NYONG (supra) and SIMEON vs. COLLEGE OF EDUCATION EKIADOLOR BENIN (2014) LPELR (23320) 1 at 28-30. PER OGAKWU, J.C.A.

WHETHER OR NOT PRE-JUDGMENT INTEREST SHOULD BE SPECIFICALLY CLAIMED

Pre-judgment interest must not only be specifically claimed, but evidence must be adduced in proof of it, failing which it will not be awarded by a Court. The award of pre-judgment interest can be made where it is contemplated in the agreement between the parties, under a mercantile custom and under the principle of equity such as breach of fiduciary relationship. See EKWUNIFE vs. WAYNE (WA) LTD (1989) 5 NWLR (PT 122) 422 at 445, IDAKULA vs. RICHARDS (2001) 1 NWLR (PT 693) 111 at 122, 124-125, BERENDE vs. USMAN (2005) 14 NWLR (PT 944) 1 and BERLIET NIGERIA LTD vs. KACHALLA (1999) 9 NWLR (PT 420) 478. PER OGAKWU, J.C.A.

UGOCHUKWU ANTHONY OGAKWU, J.C.A.(Delivering the Leading Judgment): This appeal is against the decision of the Investments and Securities Tribunal delivered on 17th May 2018 in SUIT NO IST/LA/OA/06/2012: MRS. RONKE MACAULAY (Executrix of the Estate of Alhaji (Dr.) Anjorin Animashaun) vs. AFRICAN PRUDENTIAL REGISTRARS PLC & ORS. The 1st Respondent herein, as Claimant claimed the following reliefs at the lower Tribunal:
“1. The sum of N3,714,917.60 (Three Million, Seven Hundred and Fourteen Thousand, Nine Hundred and Seventeen Naira, Sixty Kobo) being monetary value of 395,204 units of United Bank for Africa shares which are beneficially owned by the Claimant and were fraudulently sold by the 2nd and 3rd Defendants.
2. The said shares belonged to the Estate of Alhaji (Dr) Anjorin Animashaun and were fraudulently transferred without the knowledge and/or consent of the Claimant.
3. The 1st Defendant approved the said fraudulent transaction by the 2nd and 3rd Defendants without due diligence and has removed the name of the Claimant’s predecessor-in-title from its register of members.”

In its judgment, the lower tribunal

held that the 1st Respondent had proved her case on the preponderance of evidence and entered judgment in her favour. The judgment order is in the following terms:
“1. The 1st, 2nd and 3rd Defendants are hereby ordered to work out the value of the 395,204 units of UBA Plc shares unlawfully sold by the 2nd and 3rd Defendants as at the date of the sale in 2008 which value shall be confirmed by the Securities and Exchange Commission within 45 days of this Judgment and paid to the Claimant by the Defendants jointly and severally.
2. Interest on the determined value at the rate of 10% per annum from the date of Sale in 2008 till the final liquidation of the sum as determined.
This is the Judgment of the Tribunal.”

The Appellant was dissatisfied with the judgment of the lower Tribunal and appealed against the same. The judgment is at pages 305-340 of the Records, while the Notice of Appeal which was filed on 12th July 2018 is at pages 341-345 of the Records. The Records of Appeal were compiled and transmitted and briefs of argument were filed and exchanged between the Appellant and the 1st Respondent only. The 2nd and 3rd Respondents did

not file any processes and were equally not represented at the hearing of the appeal.

The Appellant’s Brief was filed on 24th September 2018, wherein five issues were distilled for determination as follows:
“1. Whether the Tribunal was right when it held that the Claimant (1st Respondent herein) had the locus standi to institute the suit at the Tribunal and claim the reliefs set out in her claim. (DISTILLED FROM GROUND 1 THE GROUNDS OF APPEAL).
2. Whether the Tribunal was right in ordering that the 1st, 2nd and 3rd defendants work out the value of the 395,204 units of United Bank for Africa Plc shares as at the date of its sale in 2008 which value should be confirmed by the Securities and Exchange Commission within 45days of the judgment and paid to the claimant by the defendants jointly and severally. (DISTILLED FROM GROUND 2 OF THE GROUNDS OF APPEAL).
3. Whether the Tribunal was right when it awarded interest at the rate of 10% per annum from the date of sale in 2008 till the final liquidation of a yet to be determined sum. (DISTILLED FROM GROUND 3 OF THE GROUNDS OF APPEAL).
4. Whether the Tribunal was right when it held

that the 1st defendant (Appellant herein) was negligent in verifying the signature of Alhaji (Dr.) Anjorin Animashaun. (DISTILLED FROM GROUND 4 OF THE GROUNDS OF APPEAL).
5. Whether having regard to the evidence before the Tribunal, the Tribunal was right in entering judgment in favour of the Claimant (1st Respondent herein). (DISTILLED FROM GROUND 5 OF THE GROUNDS OF APPEAL)”

The Brief of the 1st Respondent was filed on 25th October 2018. Three issues were formulated for determination, namely:
“1. Whether the lower Court/Tribunal was right to held [sic] that the 1st Respondent had the locus standi to institute the suit at the lower Court/Tribunal thereof? (Formulated from Ground 1).
2. Whether the lower Court/Tribunal was right to enter judgment in favour of the 1st Respondent by ordering that the Appellant, 2nd and 3rd Respondents work out the value of the 395,204 units of United Bank for Africa Plc shares as at the date of its sale in 2008 which value should be confirmed by the Securities and Exchange Commission within 45 days of the judgment? (Formulated from Grounds 2, 4 and 5)
3. Whether the lower Court/Tribunal was

right when it awarded interest at the rate of 10% per annum from the date of sale of the 395,204 units of UBA shares in 2008 till the final liquidation of the shares at a yet to be determined sum? (Formulated from Ground 3)”.

At the hearing of the appeal, the learned counsel for the Appellant and 1st Respondent urged the Court to uphold their respective submissions in the determination of the appeal. The issues distilled by the Appellant and the 1st Respondent are not entirely dissimilar. Accordingly, I would review the submissions of learned counsel and then resolve the appeal en bloc.

SUBMISSIONS OF THE APPELLANT’S COUNSEL
The Appellant submits that there is no evidence that the 1st Respondent is beneficially entitled to the United Bank for Africa PLC shares which belonged to the late Alhaji (Dr.) Anjorin Animashaun. It was stated that being an executor/executrix does not translate to being a beneficiary vide AYA vs. NKANU (2015) LPELR – 40286 (CA) at 11 and that proof of being a beneficiary is by production of the last will and testament of the deceased, which the 1st Respondent never tendered. It was maintained that the 1st

Respondent lacked locus standi as the shares in question were sold in 2008 while she only became an executrix of the estate in 2010, after the sale. The case of CAREW vs. OGUNTOKUN (2011) LPELR- 9355 (SC) at 33 was referred to.

It is the further submission of the Appellant that the lower Tribunal was wrong to order that the value of the shares be worked out and confirmed by the Securities and Exchange Commission. It was opined that parties and the Court are bound by the pleadings and the reliefs claimed and that the 1st Respondent had claimed a specific and certain amount as the value of the shares, which the lower Tribunal rightly held she did not prove. The lower Tribunal, it was asserted, had no business granting a relief not claimed. The cases of ABUBAKAR vs. JOSEPH (2008) 13 NWLR (PT 1104) at 350, ODUNZE vs. NWOSU (2007) 13 NWLR (PT 1050) 1, ANOZIE vs. IROEGBU (2014) LPELR – 24319 (CA) at 18, AKINRIMISI vs. MAERSK NIGERIA LTD (2013) LPELR -20179 (SC), ANOZIE vs. UWAKWE (2016) LPELR -40554 (CA) at 55, MAKAAN vs. HANGEM (2018) LPELR – 44401 (CA) at 44 among other cases were relied upon.

The Appellant contended that the Securities and

Exchange Commission, which the lower Tribunal ordered to confirm the value of the shares, was not a party in the action and that an order cannot be made against a person who is not a party to an action. The cases of FDB FIN. SERVICE LTD vs. ADESOLA (2001) 6 NWLR (PT 710) 690 at 699 and UWAZURUIKE vs. A-G FEDERATION (2013) LPELR -20392 (SC) were cited in support.

The Appellant argues that the pre-judgment interest awarded by the lower Tribunal was neither pleaded nor proved and that pre-judgment interest is not awardable on a yet to be ascertained sum that is to be worked out and confirmed by Securities and Exchange Communion as ordered by the Lower Tribunal. The cases of JERIC (NIG) LTD vs. UBN PLC (2000) LPELR – 1607 (SC) at 27-28, EKPENYONG vs. NYONG (1975) 2 SC 71, NPA vs. AMINU IBRAHIM & CO. (2018) LPELR -44464 (SC) at 66-68 and AFRIBANK (NIG) PLC vs. AKWARA (2006) LPELR -199 (SC) at 43 were called in aid.

The Appellant further submits that the lower Tribunal was in error when it held that the Appellant was negligent in verifying the signature of Alhaji (Dr.) Anjorin Animashaun in the process leading on to the sale of the shares. It was

stated that the 1st Respondent did not plead and prove any particulars of negligence or that the Appellant owed any duty of care which it breached for it to be held to be negligent vide ABUBAKAR vs. JOSEPH (supra), NIGERIAN DYNAMIC ENGINEERING CONSTRUCTION LTD vs. DASSO (2017) LPELR -43206 (CA) at 26-27, AGURA HOTEL vs. DIAMBAYA (2015) LPELR -41696 (CA) among other cases. It was maintained that the Appellant’s duty, as Registrar of UBA PLC, was limited to verification of signature of shareholders which the Appellant diligently did before the shares of Alhaji (Dr.) Anjorin Animashaun were sold. That the verification of signature does not translate to sale of the shares, which sale was done by the 2nd and 3rd Respondents. It was posited that a Claimant succeeds on the strength of his case and not on the weakness of the defence, and that there was nothing on the evidence establishing that the Appellant was negligent in the discharge of its duties as Registrars of UBA PLC as it relates to the verification of the signature of Alhaji (Dr.) Anjorin Animashaun. The case of CIVIL DESIGN CONSTRUCTION (NIG) LTD vs. SCOA (NIG) LTD (2007) LPELR – 870 (SC) at 16

was referred to. It was conclusively submitted that having regard to the totality of evidence, the lower Court did not properly evaluate the evidence, which if it had done, it would have been evident that the 1st Respondent’s case ought to have been dismissed. This Court was consequently urged to evaluate the evidence and make the proper findings. The case of SBN PLC vs. CBN PLC (2009) 6 NWLR (1137) at 293 was relied upon.

SUBMISSIONS OF THE 1ST RESPONDENT’S COUNSEL
The 1st Respondent submits that for a person to have locus standi to maintain an action, he has to have sufficient interest in the action and show that his civil rights and obligations have been or are in danger of being infringed vide A-G ADAMAWA STATE VS. A-G FEDERATION (2005) 18 NWLR (PT 958) 581, ADENUGA vs. ODUMERU (2003) 8 NWLR (PT 822) [no page stated], LADEJOBI vs. OGUNTAYO (2004) 18 NWLR (PT 904) 149 and YARADUA vs. YANDOMA (2015) 4 NWLR (PT 1448) 123. The 1st Respondent, it was posited, was a personal representative of the deceased Alhaji (Dr.) Anjorin Animashaun and to whom his chattels devolved and that being an executrix of the estate, sued as such, and not as

beneficiary. The 1st Respondent, it was maintained, as Executrix had the authority to deal with the Estate on behalf of the beneficiaries. Sections 2(1) and 3 (1) of the Administration of Estates Law of Lagos State, Cap. A3, 2003 and the cases of OKONYIA vs. IKENGAH (2001) 2 NWLR (PT 697) 336, JOHNSON vs. OGUNBI (1980) 4 CA 277, EREWA vs. IDEHEN (1971) 1 ALL NLR 192, OLOWU vs. OLOWU (1994) 4 NWLR (PT 336) 90 and AIRTEL NETWORKS LTD vs. GEORGE (2015) 4 NWLR (PT 1448) 60 were referred to. The lower Tribunal, it was asserted, was right to hold that the 1st Respondent had the locus standi to maintain the action.

The 1st Respondent further submits that the amount claimed as value for the shares was based on the valuation from Securities and Exchange Commission and a letter from the Appellant and that the lower Tribunal having held that the figure arrived at was not proved was still enjoined to provide a remedy for the 1st Respondent, having found and held that the 1st Respondent suffered injury, based on the principle of ubi jus ibi remedium. The lower Tribunal, it was stated, was enjoined to do substantial justice. The cases of MTN (NIG) COMMS LTD vs. SADIKU

(2014) 17 NWLR (PT 1436) 382 at 412, BELLO vs. A-G OYO STATE (1986) 5 NWLR (PT 45) 828, ADEROUNMU vs. OLOWU (2000) 4 NWLR (PT 652) 253, LAGGA vs. SARHUNA (2008) 16 NWLR (PT 1114) 427, WASSAH vs. KARA (2015) 4 NWLR (PT 1449) 374 and Sections 290 (2) (h) and 293 (1) of the Investment and Securities Act 2007 were relied upon.

It is the contention of the 1st Respondent that the Appellant does not represent the Securities and Exchange Commission and is being a meddlesome interloper since it is only the Securities and Exchange Commission that can complain about the order affecting it. The lower Tribunal, it was contended, rightly found the Appellant negligent in verifying the signature of Alhaji (Dr.) Anjorin Animashaun since as Registrars of UBA, it stood in a fiduciary relationship to protect the investment and shareholding vide MOLTEN TRUST LTD vs. SEC (2007) 2 NISLR 139 and UBN PLC (Registrars Dept) vs. SEC (2004) 1 ISLR [no page stated]. The Appellant, it was asserted, failed in its statutory duty of “know your customer” (KYC) as enacted in Section 38 of the SEC Rules and Regulations in the purported verification and authentication of the sale of

the shares. It was stated that the Appellant admitted, in its Exhibits CW5 and CW6, that the sale of the shares by the 2nd and 3rd Respondents was fraudulent. The sale, it was opined, took place because the Appellant authenticated and approved the signature for the transaction to take place. The lower Tribunal, it was maintained, properly evaluated the evidence and ascribed probative value thereto. The cases of MOGAJI vs. ODOFIN (1978) 4 SC 91 and BELLO vs. EWEKA (1981) 1 SC 101 were called in aid.

On the award of 10% interest on the value of the shares from the date of the sale of the shares, the 1st Respondent submits that the award of interest on judgment debt is at the discretion of the Court. The two types of interest, id est, pre-judgment interest, also known as interest as of right or moratory interest and post-judgment interest or discretionary interest were referred to and it was contended that the interest awarded by the lower Tribunal was a merger of both types of interest since the 1st Respondent was entitled to interest as of right under the principle of equity for breach of fiduciary relationship and on the discretion of a Court after

delivery of judgment. The cases of EKWUNIFE vs. WAYNE W.A. LTD (1989) 5 NWLR (PT 122) 422, HIMMA MERCHANTS LTD vs. ALIYU (1994) 5 NWLR (PT 347) 667, EDILCO NIG LTD vs. UBA PLC (2001) 2 NWLR (PT 698) 492, TEXACO OVERSEAS (NIG) LTD vs. PEDMAR (NIG) LTD (2003) 13 NWLR (PT 785) 526, NIDB vs. DE-EASY LIFE ELECTRONICS (1994) 4 NWLR (PT 597) 8, HAUSA vs. FIRST BANK OF NIG PLC (2000) 9 NWLR (PT 671) 64, IDAKULA vs. RICHARDS (2001) [no volume supplied] NWLR (PT 693) 111 among other cases were cited in support.

RESOLUTION
The facts of this matter are simple and straightforward. The late Alhaji (Dr.) Anjorin Animashaun in his lifetime held 395, 204 units of United Bank for Africa PLC shares. He died in 2006. The Appellant herein is the Registrar of United Bank for Africa PLC. The 2nd and 3rd Respondents are stockbrokers who sold the said shares of Alhaji (Dr.) Anjorin Animashaun. The shares were sold in 2008, after the death of Alhaji (Dr.) Anjorin Animashaun. In order for the sale of the shares to be effected, the Appellant, as Registrar, had to authenticate and verify that the signature on the transfer documents was that of Alhaji (Dr.) Anjorin Animashaun.

The Appellant so verified the signature in 2008 and the sale was consummated and the name of Alhaji (Dr.) Anjorin Animashaun was struck out as one of the shareholders of United Bank for Africa PLC. The 1st Respondent herein is an executrix of the Estate of Alhaji (Dr.) Anjorin Animashaun. She became an Executrix in 2010, two years after the shares had been sold. Upon discovery that the shares were disposed of after the death of Alhaji (Dr.) Anjorin Animashaun, she commenced the action at the lower Tribunal claiming the reliefs which I have already reproduced in this judgment.

The Appellant has argued that the 1st Respondent lacked the locus standi to maintain the action. It has not been confuted that the said units of shares were held by Alhaji (Dr.) Anjorin Animashaun in his lifetime and that upon his death, the shares devolved to his Estate. It has also not been controverted that the 1st Respondent is an Executrix of the Estate of Alhaji (Dr.) Anjorin Animashaun, having become an Executrix in 2010.

Furthermore, there is no argument that the units of shares were sold after the death of Alhaji (Dr.) Anjorin Animashaun and that the sale was not done

by his Estate. Equally beyond confutation is that the Appellant verified the signature of the shareholder thereby facilitating the sale of the shares; thereafter, the name of the Late Alhaji (Dr.) Anjorin Animashaun was struck out as a shareholder and the shares which devolved to his Estate upon his death no longer formed part of the Estate consequent upon the said sale.

does not have anything to do with whether or not they have the standing to sue. See LAWAL vs. SALAMI (2002) 2 NWLR (PT 752) 687 and DANIYAN vs. IYAGIN (2002) 7 NWLR (PT 766) 346.
Given the fact that locus standi denotes the capacity to institute proceedings in a Court of law, it can be a matter of law only or a question of fact only. It is a matter of law when a statute specifically and mandatorily provides for the category of person or persons who can commence a particular action. It is a question of fact only when the law does not specifically provide for the category of person or persons who can sue. In this latter situation, the claimant in his processes avers to facts which show that he has the standing to sue. See ALBIN CONSTRUCTION vs. RAO INV. AND PROPERTIES LTD (1992) 1 NWLR (PT 219) 583 at 594. The claimant need not state that he has locus standi, all he needs to do is to proffer facts establishing his rights and obligations in respect of the subject matter of the suit. See OROGAN vs. SOREMEKUN (1986) 2 NSCC 1231 at 1240.
In determining whether a claimant has locus standi, it is the cause of action that has to be examined:

OLORIODE vs. OYEBI (1984) 5 SC 1 at 28; a cause of action being the entire set of circumstances giving rise to an enforceable claim. It is in effect the fact or combination of facts giving rise to the right to sue and it consists of two elements:
(a) The wrongful act of the defendant which gives the claimant his cause of complaint and;
(b) the consequent damage.
See THOMAS vs. OLUFOSOYE (1986) 1 NWLR (PT 18) 669, EGBE vs. ADEFARASIN (1987) 1 NWLR (PT 47) 1 and SAVAGE vs. UWAECHIE (1972) 3 SC 214.
In establishing whether a claimant has locus standi, it is only the pleadings filed by the claimant that a court can look at. See BUSARI vs. OSENI (1992) 4 NWLR (PT 235) 557 and GLOBAL TRANSPORT vs. FREE ENTERPRISES (2001) 2 SCNJ 224. Locus standi is determinable from a consideration of the totality of the facts proffered by the claimant in his pleadings, which facts have to be carefully scrutinized with a view to ascertaining whether it has disclosed sufficient interest to give the claimant standing and title to sue. See OWODUNNI vs. CELESTIAL CHURCH OF CHRIST (2000) 6 SC (PT III) 60 at 97, 101-102, IGBINEDION vs. OBASEKI (2014) LPELR (23208) 1 at 7-11 and

EZE vs. PDP (2018) LPELR (44907) 1 at 22-23.

The 1st Respondent sued and prosecuted the action at the lower Tribunal as an Executrix of the Estate. In CAREW vs. OGUNTOKUN (supra) relied upon by the Appellant, the apex Court held that it is the executors of the will that have the authority to manage and control the Estate. So, the 1st Respondent, as Executrix, has the authority to manage and control the Estate of Alhaji (Dr.) Anjorin Animashaun, including the United Bank for Africa PLC shares which devolved to his Estate upon his death. Contrary, to the Appellant’s contention, the 1st Respondent did not claim to be a beneficiary of the Estate, neither did she sue as a beneficiary. It is clear in both the title of the action and the facts averred to that the 1st Respondent sued as Executrix of the Estate. The fine points of law made by the Appellant on the need to tender the will of the deceased to show that the 1st Respondent is a beneficiary under the will is therefore otiose.

The cause of action ventilated by the 1st Respondent is the wrongful sale of the shares which devolved on the Estate of Alhaji (Dr.) Anjorin Animashaun upon his death. The

wrongful act of the Appellant complained about is the verification and authentication of the purported signature of the deceased as a result of which the 2nd & 3rd Respondents dealt with and disposed of the shares which formed part of the Estate. The consequent damage suffered is, of course, the loss of the 395,204 units of shares of United Bank for Africa Plc which ought to form part of the Estate. Without a doubt, the facts pleaded disclosed sufficient interest to give the 1st Respondent the standing and title to sue. The lower Tribunal arrived at the correct decision that the 1st Respondent has the requisite locus standi to maintain the action.

The Appellant complains about the decision of the lower Court that it did not exercise due diligence and was negligent in verifying and authenticating the signature of the deceased Alhaji (Dr.) Anjorin Animashaun. Let me rehash that the Appellant as Registrar of United Bank for Africa PLC had the duty of verifying the signature of a shareholder before the sale of the shareholder’s shares. It was in the discharge of this duty that the Appellant verified and authenticated the purported signature of Alhaji

(Dr.) Anjorin Animashaun, consequent upon which the 2nd & 3rd Respondents sold the said shares. In resolving this issue, the lower Tribunal crafted the issue for its resolution to be whether the Appellant responsibly discharged its duties in the verification of the signature for the sale of the shares (See page 328 of the Records). It then posed the pertinent question at page 329 of the Records as follows:
“The question before this Tribunal is whether the 1st Defendant (Appellant) was diligent in verifying the signature of the deceased before confirming and removing the deceased name from the register of members.”

In providing an answer to this poser, the lower Tribunal after reviewing the evidence and submissions of learned counsel conclusively held as follows at pages 331-332 of the Records:
“From the totality of evidence adduced in this case we are convinced that the Anjorin Animashaun whose signatures and photograph appeared in Exhibits DW26, DW13 and DW17 are definitely not the same with the Late Alh. Dr. Anjorin Animashaun who died sometime in 2006. The 1st Defendant is in the circumstance unable to persuade this

Honourable Tribunal to accept that the verification of the shares of the late Alh. Dr. Anjorin Animashaun was professionally conducted and that she exhibited the standard of care associated with such responsibility. The Claimant has proved to the satisfaction of the Tribunal that the late Alh. Dr. Anjorin Animashaun died in 2006, that the Executors of his Estate did not authorize the sale of his UBA shares in 2008 & 2009, that the signature and photograph relied on for the verification of the shares were not those of the late Alh. Dr. Anjorin Animashaun and that the 1st Defendant was less than diligent in the verification of the signature and subsequent approval for the removal of the name of the deceased from the register of members. See the case of UBN Plc (Registrars Dept.) v. SEC (supra) where this Tribunal held that the Appellant was not diligent and failed to exercise his duty of care towards the investor.
The Tribunal further agrees with the contention of the Claimant that the documents used by the 1st Defendant in verifying the shares of the deceased bore no semblance to the late Alh. Dr. Anjorin Animashaun. We are persuaded to accept that the

1st defendant failed the ‘know your customer’ test for it is evident from facts available to this Tribunal that they did not know who their customer was. Having carefully considered all the facts and evidence associated with this issue, the Tribunal holds that the 1st Defendant fell short of the standard expected from a responsible organization in the discharge of its duties towards its Client.”

Furthermore, the lower Tribunal made the following finding of fact at page 335 of the Records:
“The 1st Defendant (Appellant) by Exhibits CW5 and CW6 further admitted that the sale of the 395,204 units of UBA shares by the 2nd and 3rd Defendants were carried out without authority and thereby requested necessary investigation and arrangement to restitute the shares.”

The Appellant has not challenged the finding of the lower Tribunal that the signature it relied on in verifying the shares of the deceased bore no semblance to the actual signature of the deceased. It has further not challenged the finding of the lower Tribunal that it admitted in its letters, Exhibits CW5 and CW6, that the sale of the shares were carried out

without authority. The resort of the Appellant to the legalese of whether the 1st Respondent pleaded particulars of negligence would not overturn these specific findings of the lower Tribunal. The admission in Exhibits CW5 and CW6 is an admission against interest and it is the best evidence in favour of the Appellant and in proof of the fact that the Appellant was not diligent in verifying the signature of the deceased Alhaji (Dr.) Anjorin Animashaun. See ONYENGE vs. EBERE (2004) 13 NWLR (PT 889) 39, ROCKSHELL INT’L LTD vs. BEST QUALITY SERVICES LTD (2009) 12 (PT 1156) 640 at 649 and COUNTY & CITY BRICKS DEVELOPMENT CO. LTD vs. MKC (NIG) LTD (2019) LPELR (46889) 1.

GUARDIAN NEWSPAPERS LTD vs. AJEH (2011) 10 NWLR (PT 1235) 574 at 592, WACHUKWU vs. OWUNWANNE (2011) LPELR (3466) 1 at 50-51 and ONI vs. JOHNSON (2015) LPELR (24545) 1 at 26-27), the findings made will not be upturned since the evaluation of evidence and ascription of probative value thereto is the primary function of the Court of trial. An appellate Court is loath to interfere with the findings of the Court of trial except where it failed to evaluate the evidence properly. In the diacritical circumstances of this matter, I have insightfully considered the evaluation of evidence and findings of facts made by the lower Tribunal that the Appellant was not diligent in verifying the signature of the deceased and I find the said findings unassailable and rooted in the evidence on record. There is no reason for an appellate Court to interfere with the correct finding and decision of the lower Tribunal in this regard.

In entering judgment for the 1st Respondent, the lower Court ordered as follows:
“1. The 1st, 2nd and 3rd Defendants are hereby ordered to work out the value of the 395,204 units of UBA Plc shares unlawfully sold by the 2nd and 3rd Defendants as

at the date of the sale in 2008 which value shall be confirmed by the Securities and Exchange Commission within 45 days of this judgment and paid to the Claimant by the Defendants jointly and severally
2. Interest on the determined value at the rate of 10% per annum from the date of Sale in 2008 till the final liquidation of the sum as determined.
This is the judgment of the Tribunal.”

The Appellant has argued that the lower Tribunal awarded reliefs not claimed. As a matter of fact, the 1st Respondent did not claim any of the reliefs awarded by the lower Tribunal, but the lower Tribunal justified the reliefs it awarded by relying on the principleubi jus ibi remedium. The lower Tribunal found and held that the 1st Respondent did not prove the amount she claimed as value of the shares, but still held that it was obligated to provide a remedy for the injury suffered. Hear the lower Court at pages 339-340 of the Records:
“The Courts have however held in a long line of cases that where there is a right there is a remedy ‘ubi jus ibi remedium’ see the case of MTN (Nig) Comms Ltd v. Sadiku (2014) 17 NWLR 389 at pg 412 where

the Court of Appeal held that:
‘Once the Court is satisfied that a person has suffered a legal injury, as in the instant case, it will surely provide a remedy, irrespective of the fact that no remedy is provided either at common law or by statute. If from the facts available before the Court it is satisfied that-
a. the Defendant is under a duty to the plaintiff
b. there was a breach of that duty
c. the Defendant suffers legal injury, and
d. the injury was not too remote
it will provide a remedy’
This Honourable Tribunal though not satisfied that the claimant has proved her claim in the sum of N3,714,917.60 (Three Million, Seven Hundred and Fourteen Thousand, Nine Hundred and Seventeen Naira, Sixty kobo) as the value of the 395,204 units of UBA shares is however convinced that in her position as the Executrix of the Estate of the late Alh. Dr. Anjorin Animashaun she is entitled to call in and secure all the properties vested in the said Estate which in the instant case includes the UBA shares of the deceased. The Defendants were under a duty to protect the interest of the late Alh. Dr. Anjorin Animashaun, breached

the duty owed to the deceased or his Estate by their unprofessional conduct, that the Estate has suffered a legal injury and the injury is not too remote. It is therefore incumbent on the Tribunal to provide a remedy to the injury suffered.”

The 1st Respondent as the Claimant before the lower Tribunal knew the cause of action she wanted to ventilate. She framed her action accordingly and claimed the desired reliefs which I have already set out. Having so formulated and claimed the desired paregoric as the relief she wanted the lower Tribunal to grant, the lower Tribunal, the 1st Respondent and all the parties became bound by the reliefs as framed as it is not the duty of the lower Tribunal to grant any relief outside what had been claimed. In the words of Tobi, JSC in EAGLE SUPER PACK (NIGERIA) LTD vs. ACB PLC (2006) 19 NWLR (PT 1013) 20 or (2006) LPELR (980) 1 at 40:
“It is elementary law that a Court is bound by the relief or reliefs sought. The generosity or charity of a Court of law is confined strictly to the relief or reliefs sought to the extent that a Court of law cannot give a party what he did not claim. That is completely

outside our procedural law. The rationale behind this is that a party who comes to Court knows where the shoe pinches him and therefore knows the limits of what he wants. The Court, as an unbiased umpire, so to say, cannot claim to know the relief or reliefs better than the party…”
See also DUMEZ NIGERIA LTD vs. NWAKHOBA (2008) LEPLR (965) 1 at 26 and AKINTERINWA vs. OLADUNJOYE (2000) LPELR (358) 1 at 40 or (2000) 6 NWLR (PT 659) 92.
The 1st Respondent who wore the shoes identified precisely where it pinches and she consequently framed her relief in that regard. It was no longer the business of the lower Tribunal to consider any reliefs outside what the 1st Respondent claimed. As circumscribed by the parameters of the relief as framed and claimed, it was strictly that the value of the shares sold was N3.7million. In defining the meaning of “claim” in OSUJI vs. EKEOCHA (2009) 16 NWLR (PT 1166) 81 or (2009) LPELR (2816) 1 at 55, Tobi, JSC stated thus:
“A claim, in our adjectival law, originates an action. It is the pivot or the cynosure of the case. It sets out the relief or reliefs sought by the plaintiff. A plaintiff is

bound by his claim and must not deviate from it willy-nilly. A plaintiff cannot in law present a case different from his claim as the law regards such an unsolicited procedure completely outside the law.”
Just as it is elementary that the claimant cannot present a case different from his claim, so also can a Court not adjudicate between parties on the basis of a claim not formulated by them. In OSUJI vs. EKEOCHA (supra) at page 44, Adekeye, JSC stated:
“The position of the law is clear that a Court of law can only grant reliefs claimed by a party and not more. It is trite that a Court is duty bound to adjudicate between the parties on the basis of the claim formulated by them.”
Accordingly, in the diacritical circumstances of this matter, it was not open to the lower Tribunal, having found and held that the 1st Respondent did not prove the relief she claimed as the value of the shares, to proceed to adjudicate and decide the matter on the principle of ubi jus ibi remedium and grant the 1st Respondent a remedy which was not claimed and which was not in issue in the action fought by the parties. That was granting a relief that had

not been claimed which the lower Tribunal, not being Santa Claus or a charitable institution should not have granted: EKPENYONG vs. NYONG (supra) and SIMEON vs. COLLEGE OF EDUCATION EKIADOLOR BENIN (2014) LPELR (23320) 1 at 28-30.
Let me hasten to state that the principle of ubi jus ibi remedium remains good law. It is available where there is no remedy, either at common law or by statute, for an injury done to a litigant and the Courts are in the circumstances enjoined to fashion out a remedy: BELLO vs. A-G OYO STATE (supra). In the circumstances of this matter, several remedies were available for the 1st Respondent. There was available for the 1st Respondent the remedy for the value of the shares, restitution and return of the shares and even a remedy in general damages. The 1st Respondent chose the remedy she wanted, but unfortunately by the unchallenged finding of the lower Tribunal, she could not prove the relief claimed. It was therefore no longer open to the lower Tribunal to fashion out any remedy for the 1st Respondent.
In the light of the finding that the lower Tribunal was wrong to have granted the relief not claimed, it would not be

necessary to consider in any depth the Appellant’s contention than an order was made against the Securities and Exchange Commission which was not a party to the action. Suffice, it to say however, that the 1st Respondent is correct in her submission that any complaint about the said order is to be made by the Securities and Exchange Commission and not by the Appellant. The Appellant seems to be weeping more than the bereaved in this regard.

The order for interest made by the lower Court is tied to the relief it granted for the value of the shares to be worked out and for interest to be paid thereon. The order for interest is like a leech, and the relief which it is attached to having been held to be wrongly made, it must equally fail. The legal principle is sublato principali tollitur adjunctum (co. Litt 389) [the principal being taken away; its adjunct is also taken away]. See ADEGOKE MOTORS vs. ADESANYA (1989) 3 NWLR (PT 109) 250 at 269.

Be that as it may, the lower Tribunal in its judgment made an order for interest from the date of the sale of the shares in 2008. The judgment of the lower Tribunal was delivered on 17th May 2018, so the order

for interest from 2008 was clearly pre-judgment interest. The 1st Respondent has rightly submitted that there are two types of interest usually awarded by a Court, namely pre-judgment interest otherwise known as ‘interest as of right’ or moratory interest and post-judgment interest otherwise known as ‘discretionary interest’, which a Court is allowed by the Rules of Court to award to a successful party at the end of the trial, at a rate fixed by the Rules. An award of post-judgment interest is made to run from the date of the judgment, not from a date before the judgment. The disceptation herein is therefore on pre-judgment interest.
Pre-judgment interest must not only be specifically claimed, but evidence must be adduced in proof of it, failing which it will not be awarded by a Court. The award of pre-judgment interest can be made where it is contemplated in the agreement between the parties, under a mercantile custom and under the principle of equity such as breach of fiduciary relationship. See EKWUNIFE vs. WAYNE (WA) LTD (1989) 5 NWLR (PT 122) 422 at 445, IDAKULA vs. RICHARDS (2001) 1 NWLR (PT 693) 111 at 122, 124-125, BERENDE vs. USMAN

(2005) 14 NWLR (PT 944) 1 and BERLIET NIGERIA LTD vs. KACHALLA (1999) 9 NWLR (PT 420) 478. The 1st Respondent did not claim any relief for payment of interest, so since no facts in respect thereof were pleaded, there could not have been any proof of entitlement to interest. Put simply, the 1st Respondent did not plead and did not adduce any credible evidence that would have entitled her to pre-judgment interest: NPA vs. AMINU IBRAHIM & CO. (supra), AFRIBANK NIG. PLC vs. AKWARA (supra), REO ENTERPRISES vs. NWOSU (2007) 11 WRN 16 at 33 and R.C.C. (NIG) LTD vs. ROCKONOH PROPERTY CO. LTD (2005) 10 NWLR (PT 934) 615 t0 640-641. The lower Tribunal was not right when it awarded interest from the date of the sale of the shares in 2008.
Even if one were to accede to the submission of the 1st Respondent that what the lower Tribunal awarded was post-judgment interest, the same can still not be allowed to stand. By all odds, a post-judgment interest need not be specifically claimed before it is awarded since it is statutory and the Courts are empowered to award it at its discretion based on the stipulated rates and it need not be proved:

HIMMA MERCHANTS LTD vs. ALIYU (supra), TEXACO OVERSEAS NIGERIA PETROLEUM COMPANY UNLTD vs. PEDMAR NIGERIA LTD (2002) LPELR (3145) 1 at 20-21 and DIAMOND BANK LTD vs. PARTNERSHIP INVESTMENT CO. LTD (2009) LPELR (939) 1 at 30-31. However, for there to be post-judgment interest, there must first be a monetary judgment on which the order for interest would be made until the judgment sum is liquidated. The concomitance of having held that the lower Tribunal was wrong in granting a relief not claimed necessarily connotes that there is no monetary judgment on which an order for post-judgment interest can attach.

The concatenation and conflating of the foregoing are that the appeal succeeds in part. Even though the 1st Respondent had the locus standi to maintain the action and that the lower Tribunal rightly held that the Appellant was not diligent in verifying the signature of the deceased Alhaji (Dr.) Anjorin Animashaun, the unchallenged finding that the 1st Respondent did not prove the amount claimed as the value of the shares meant that the 1st Respondent did not prove the anodyne she sought. It was not open to the lower Tribunal to proceed to grant reliefs that were not

claimed by the 1st Respondent since it is not a charitable institution. Indubitably, the orders granted by the lower Tribunal in its judgment of 17th May 2018 which orders were not claimed are hereby set aside. The parties are to bear their respective costs of this appeal.

MOHAMMED LAWAL GARBA, J.C.A.: I have read the lead judgment written by my Learned Brother Ugochukwu Anthony Ogakwu, J.C.A., in draft, and agree with the views expressed and the conclusion on the issues for determination in this appeal.
I adopt the lead judgment as my decision in the appeal.

JAMILU YAMMAMA TUKUR, J.C.A.: I read in advance a draft copy of the judgment just delivered by my learned brother UGOCHUKWU ANTHONY OGAKWU J.C.A. and I adopt the judgment as mine with nothing further to add.

Appearances:

Matthew Esonanjor, Esq. (with him, Joseph Egeolu, Esq.) For Appellant(s)

Mrs. O.T. Opara for the 1st Respondent.

2nd and 3rd Respondents absent and not represented by Counsel For Respondent(s)