KORUM LIMITED V. INTERNATIONAL TRUST BANK PLC. (2010)

KORUM LIMITED V. INTERNATIONAL TRUST BANK PLC.

(2010)LCN/3916(CA)

In The Court of Appeal of Nigeria

On Wednesday, the 30th day of June, 2010

CA/A/243/2005

RATIO

JURISDICTION: MEANING OF JURISDICTION

Jurisdiction is defined as the limit imposed on the power of a validly constituted court to hear and determine issues between persons seeking to avail themselves of its process by reference between whom the issues are joined, or to the kind of relief sought. See A.G. LAGOS STATE V. DOSUNIMU (1989) 3 (PT. 111) 552. PER UWANI MUSA ABBA AJI, J.C.A.

ESSENCE OF THE QUESTION OF JURISDICTION OF A COURT

The question of jurisdiction of court is a radical and crucial question of competence because if a court has no jurisdiction to hear and determine a case, the proceedings are and remain a nullity ab initio, no matter how well conducted and brilliantly decided they might be. Thus when a court’s jurisdiction is challenged, it is neater and better for the Court to settle that issue one way or the other before proceedings to the hearing of the case on the merits. PER UWANI MUSA ABBA AJI, J.C.A.

CIRCUMSTANCES UNDER WHICH A COURT WILL BE COMPETENT TO ASSUME JURISDICTION ON ANY CAUSE OR MATTER

EFFECT OF A WRIT OF SUMMONS ISSUED AND SERVED OUT OF JURISDICTION

It is trite law that a Writ of Summons issued and served out of jurisdiction, without leave of court is liable to be set aside. An application for leave to issue a writ to be served out of jurisdiction is very important. It is thus not a mere formality where no prior leave is obtained, the writ of summons is said to be issued without due process and will be set aside because the breach is fundamental. See AKINTUNDE V. OJO (2002) 4 NWLR (PT 757) 284. PER UWANI MUSA ABBA AJI, J.C.A.

SERVICE OF COURT PROCESS: POSITION OF THE LAW ON WHEN AN AGGRIEVED PARTY COMPLAINS OF INVALID OR IMPROPER SERVICE OF PROCESS

INTERPRETATION OF STATUTE: INTERPRETATION OF THE PROVISION OF SECTION 78 OF THE COMPANIES AND ALLIED MATTERS ACT 1990 AS TO THE PROCEDURE FOR EFFECTING THE SERVICE OF A COURT PROCESS ON A COMPANY

By virtue of Section 78 of the Companies and Allied Matters Act 1990, the process of the court is served on a Company in the manner provided by the Rules of Court. Service on a Company must be at the registered office of the company and it is bad and ineffective if it is done anywhere else. The procedure is by giving the process to any Director, Trustee, secretary or other principal officers at the registered office of the Company or by leaving the process at its registered office. It has been judiciary pronounced that the residence of a corporation is the place of its central management and control. This is normally the place where the Board of Directors function or the place of business of the Managing Director and other principal officers and not a branch office or a liaison office. Service of originating process must be at its place of central management and control. See KARUS THOMPSON ORGANISATION LTD V UNVERSITY OF CALABAR (2004) 9 NWLR (PT.879) 631 at 639. PER UWANI MUSA ABBA AJI, J.C.A.

INTERPRETATION OF STATUTE AS TO THE VENUE WHERE THE SERVICE OF A COURT PROCESS ON A COMPANY MUST BE EFFECTED

…by the combined effect of section 78 of CAMA 1990 and a plethora of judicial authorities, service on a company must be at its registered office and non-compliance with this rule will render such service bad and ineffective. PER UWANI MUSA ABBA AJI, J.C.A.

STATUTORY PROCEDURE: EFFECT OF NON-COMPLIANCE WITH MANDATORY REQUIREMENTS OF THE LAW

Non-compliance with mandatory requirements of the law cannot be trivialized or described technicalities. It is a fundamental breach which vitiates the courts jurisdiction to hear and determine the suit. See F.C.M.B PLC VS N.I.M.R. (2009) 16 NWLR (PT 1168) 468. PER UWANI MUSA ABBA AJI, J.C.A.

EFFECT OF THE NON COMPLIANCE WITH SECTION 97 AND/OR 99 OF THE SHERIFFS AND CIVIL PROCESS ACT AND THE RULES OF COURT REQUIRING LEAVE OF COURT OR A JUDGE FOR A WRIT TO BE SERVED OUT OF JURISDICTION

Non compliance with SECTION 97 and/or 99 of the Sheriffs and Civil process Act and the rules of court requiring leave of court or a Judge for a writ to be served out of jurisdiction renders the writ and/or service of it voidable and the Defendant who complains of such non- compliance is entitled ex debito justitiae to have the same set aside provided he has not taken fresh steps in the matter which will amount to a waiver of the irregularity complained of. PER UWANI MUSA ABBA AJI, J.C.A.

JUSTICE

UMANI MUSA ABBA AJI Justice of The Court of Appeal of Nigeria

JIMI OLUKAYODE BADA Justice of The Court of Appeal of Nigeria

ABDU ABOKI Justice of The Court of Appeal of Nigeria

Between

KORUM LIMITED Appellant(s)

AND

INTERNATIONAL TRUST BANK PLC. Respondent(s)

UWANI MUSA ABBA AJI, J.C.A. (Delivering the Leading Judgment): This is an appeal against the Ruling of Hon. Justice U.A. Inyang, of the High Court of the Federal Capital Territory, Abuja, delivered on the 5th day of October, 2005, in which the learned trial judge dismissed the Appellant’s Preliminary Objection, challenging the jurisdiction of the trial court from entertaining the suit. The Appellant’s Preliminary Objection was predicated upon the Respondent’s failure to comply with statutory requirements in the issuance and service of originating processes on the Appellant.
The Respondent (Plaintiff at the lower court), via a Writ of Summons filed on the 9th day of March, 2004, instituted an action under the Undefended List, against the Appellant, claiming the following reliefs:
1.The sum of N504, 690.83 (Five Hundred and Four Thousand, six Hundred and Ninety Naira, Eighty- Three kobo) only, being outstanding debt due to the Plaintiff as at May 7th 2003.
2. Interest on the said sum of N504, 690.93 (Five Hundred and Four Thousand, Six Hundred and Ninety Naira, Eighty-Three kobo) at the rate of 30% per annum from 15th November, 2003, until date of judgment.
3. interest on the judgment sum at the rate of 10% per annum until the judgment debt is fully liquidated,
4. The cost of this suit.
The said Writ of Summons was served on one A.Y. Shuaibu, the Director of the Appellant, at No. 452 Nouakchott Street, Wuse Zone I, Abuja. The contention of the Appellant is that the Appellant being an incorporated company with Registered office at No. 5A pategi Road, G.R.A. Kaduna, the issuance and service of the writ on the Appellant Director, in Abuja, was not in compliance with statutory requirements because there was:
1.) No leave to issue and serve same outside jurisdiction.
2.) No endorsement that it was to be served outside jurisdiction
3.) Improper service
In his Ruling, delivered on the 5th day of October, 2005, the learned trial judge said, at page 59 of the Records, while dismissing the Appellant’s Preliminary Objection thus:
” …it is the view of this Court and I so hold that substantial compliance with the provisions of Section 87 of the Companies and Allied Matters Act, CAP 59 and Order 72, Rule I of the Rules of this Court, 1999, applicable to this interlocutory application by the Plaintiff/Respondent in the service of the Court processes on the Defendant/Applicant’s Managing Director, who is the sole or only officer of the Defendant Company…constitutes good and valid service of the said Processes on the Defendant/Applicant. To vitiate such service on ground of minor lapses or omissions by the Respondent is to drive the law to technicality.”
The Appellant is dissatisfied with this ruling and has appealed to this Honourable Court via a Notice of Appeal filed on the 17th day of October, 2005 containing four (4) grounds of appeal. The grounds of appeal without their particulars are hereby reproduced.
GROUNDS OF APPEAL:
GROUND ONE:
The learned trial court erred in law when it held that a Writ of Summons for service on a company whose registered office address is outside the jurisdiction of the court can be issued and served in any manner without leave of court first sought and obtained.
GROUND TWO:
The learned trial court erred in law when it held that service of the Writ of Summons on the Appellant, whose registered office is at No. 5A Ahmadu pategi Road, Kaduna and who was served outside its registered office, was good service,
GROUND THREE:
The learned trial court erred in law when it held that the service of the Writ of summons on A.Y. Shuaibu at Plot 452 Nouakchott Street, Wuse I, Abuja was good service on the Appellant though the registered office of the Appellant is at No. 5A Ahmadu pategi Road, Kaduna,
GROUND FOUR:
The trial court erred in law when it not only described an improper and invalid service of the Writ of summons on the Appellant as omission lapses or omissions by the Respondent” but also held same as good and valid service on the Appellant.
In compliance with the rules of this Court, parties filed and exchanged briefs of argument. In the Appellant’s brief settled by Chukwu-Machukwu Ume, Esq., three issues were formulated for determination of the appeal, namely:
i. Whether the trial court was right in holding that the Writ of summons issued and served in FCT Abuja on the Appellant’s company whose registered office is in Kaduna (outside jurisdiction) without leave of the Court first sought and obtained as good issuance of the Writ.(Ground 1)
ii. Whether the lower court was correct in its conclusion that the service of the Writ of summons on one A,Y. Shuaibu at Plot 452 Nouakchott Street, Wuse Zone I, Abuja, outside the Company’s Registered Office (at No 5A Ahmadu Pategi Road, Kaduna), was good service on the Appellant (Grounds 2 and 3)
iii. Whether the Hon. Trial Court was right to treat non compliance with the mandatory provision on the issuance and service of originating processes on the Appellant as a “minor lapsed” or “omission” and thereby relieved the Respondent of the consequences attached to such non compliance (Ground 4)
The Respondent in his brief of argument, settled by Olumuyiwa Akinboro Esq., also formulated three issues for the determination of the appeal to wit:
1) Whether the learned trial judge was right in exercising jurisdiction over the suit.
2) Whether the learned trial judge was right to hold that service of court processes filed and served on Defendant through its Managing Director was in compliance with the provisions of Section 87 of the CAMA Cap 59 and Order 12 Rule 8 of the Rules of High Court, 1999.
3) Whether the learned trial judge was right to hold that reliance on technicalities leads to injustice, thereby gave ruling in favour of the Plaintiff/Respondent.
At the hearing of the appeal, learned counsel for the Appellant, I.M. Njaka, Esq., adopted and relied on the Appellant’s brief of Argument dated the 26th day of June 2006 and filed on the 27th day of June 2006 and urged this Honourable court to allow the appeal and set aside the issuance and service of the writ of summons on the Appellant.
Olumuyiwa Akinboro, Esq., learned counsel for the Respondent also adopted and relied on the Respondent’s Brief of Argument dated the 6th day of November, 2006 filed on the 13th day of November, 2006 and deemed properly filed on the 14th day of November, 2006 and urged this Honourable court to dismiss this appeal and uphold the Ruling of the trial court.
Having considered all the issues raised by both counsel in this appeal, I am of the humble view that the issues formulated by the Respondent are mutatis mutandis with the issues canvassed by the Appellant. I therefore adopt the issues as formulated by the Appellant in the determination of this appeal.
Issue 1
Whether the trial court was right in holding that the Writ of summons issued and served in FCT Abuja on the Appellant’s company whose registered office is in Kaduna (outside jurisdiction) without leave of the Court first sought and obtained as good issuance of the Writ, (Ground 1)
In arguing his issue one, learned counsel for the Appellant submitted that where the address of a Defendant is outside the jurisdiction of the trial court, as in this case, it is a condition precedent for the exercise of the court’s jurisdiction, that a valid writ of summons be issued and served on the Defendant and such writ can only be valid where the leave of the High Court was sought and obtained. He referred to the case of INTRA MOTORS (NIG) PLC VS AKIOLOYE (2001) 6 NWLR (PT.708) 6t at 63.
He submitted that no leave was sought for nor obtained before the issuance and service of the Writ on the Appellant and so this non compliance with the mandatory requirements of the law can only attract consequences and urged this Honourable court to so hold.
He contended further that by virtue of Order 5 Rules 6 and 14 of the High court of FCT Abuja (civil procedure Rules) 1991, no Writ of summons for service out of jurisdiction shall be issued without leave of the Court, He relied also on the case of AJIBOLA V. SOGEKE (2003) 9 NWLR (PT. 826) 494 at 502.
Learned counsel for the Appellant further opined that where the prescribed manner is not followed, any proceeding emanating from it would be rendered void. He referred to the case of ODUTOLA VS KAYODE (1994) 2 NWLR (PT. 324) 1 at 21 and also NWABUEZE V. OBIKOYE (1988) 3 NSCC 54.
He therefore submitted that the issuance of writ of summons and the service of the same writ on the Defendant are conditions precedent for the exercise of the trial court’s jurisdiction over the Defendant. He referred to the authority of M.G.F, NIG LTD VS GWUS INTERNATTONAL LTD (2001) 9 NWLR (Pt.778) 413 at 417.
He also placed reliance on the following cases: AJTBOLA VS SOGEKE (supra) and SKEN CONSULT NIG LTD VS UKEY (1981) 1 SC 6 and urged this Honourable court to hold that failure of the Respondent to obtain leave of court to issue and serve the writ out of jurisdiction amounts to non compliance with the rules of court and is therefore incompetent and liable to be set aside.
In his response, learned counsel for the Respondent argued that since the transaction reading to this suit took place in Abuja, leave of the Court was not required as the issuance and service of the Writ was within the jurisdiction of the FCT High court. He referred to order 9 Rule 4(1) of the High Court of F.C.T (civil procedure Rules) 2004 and submitted that where the cause of action arose is a major factor in determining the place where a suit is to be instituted or whether it is properly instituted. He relied also on the case of N.B.C. PLC VS NWANERT (2000) 74 NWLR (pt.686) 39.
The learned counsel for the Respondent further posited that by paragraphs 3 of the Affidavit in support of the writ of summons brought under the undefended list, the Appellant deposed to the fact that the Appellant is a customer of the Abuja Branch of the Respondent and that the Appellant took the loan in Abuja to execute contract in Abuja FCT. It is therefore his view that since the cause of action arose in the FCT and the business is question is to be carried out in the FCT, the lower court has jurisdiction to entertain the suit by virtue of order e Rule 4(1) of the FCT RULES 2004. He referred also to the case OBIMIAMI BRICK & STONE NIG LTD V. A.C.B LIMLTED (1992) 2 NWLR (P7.229) 260.
He therefore urged this Honourable Court to hold that the assertion that the Appellant resides and carries on business in Kaduna is unfounded and untenable and should be rejected on the face of the record which shows that the transaction i.e. the subject matter of this suit was negotiated, entered into and carried out in Abuja, which makes the subject matter of the suit within the jurisdiction of the High court of the FCT. He urged this Court to refuse the argument of the Appellant and uphold the decision of the High court of FCT assuming jurisdiction.
Issue 2
Whether the lower court was correct in its conclusion that the service of the Writ of Summons on one A.Y. Shuaibu at Plot 452 Nouakchott street, Wuse Zone l, Abuja, outside the Companies Registered Office (at No.5A Ahmadu Pategi Road, Kaduna), was good service on the Appellant (Grounds 2 and 3)
In arguing his 2nd issue, learned counsel for the Appellant submitted that the service of the Writ of Summons on the Appellant outside the Company’s Registered Office (at No.5A Ahmadu Pategi Road Kaduna) was improper, null and void since it did not comply with the relevant statutory provisions and judicial authorities. He submitted further that any service of court processes outside the registered office of a limited liability company is bad service and a fortiori ineffective. He relied on the case of MARK VS EZE (2004) 5 NWLR (PT.865) 54 at 67 and submitted that the registered office being in Kaduna, the purported service of the Writ and the other processes on the appellant through one A.Y. Shuaibu of Plot 452 Nouakchott street, Zone I, Wuse Abuja, outside the Company’s registered office is bad service. It is further argued on behalf of the appellant that the position of the law is that service on a Director of a company on behalf of the company outside the Registered Office of the company is bad. He relied on the case of MARK V EZE (2004) 5 NWLR (PT.865) 54 at 61.
Learned counsel for the Appellant further relied on the authorities of OGUNMAKINDE VS GBENGA OLA OJO & SONS LTD (1979) O.Y.H.C. (PT,1) 115 AND GUH MAN VS NORTHERN BUYING & SHIPPING Co. LTD (7965) NCLR 707 and urged this Honourable court to set aside the ruling of the trial court as well as the purported service on the Appellant.
It is also the contention of the Appellant that in effective and improper service of the court processes vitiate or denies the court the jurisdiction to hear the suit. He relied on the case of ANAMBRA STATE GOVT VS NWANKWO (1995) 9 NWLR (PT.418) 245 at 249 as well as the following authorities: SGBN LTD VS ADEWUNMI (2003) 10 NWLR (PT.829) 526 WR & PC LTD VS ONWO (1999) 12 NWLR (PT 630) 312 at 314 and submitted that the condition precedent for the trial court’s assumption of jurisdiction to entertain the suit was not met by the Plaintiff/Respondent and urged this Honourable Court to so hold.
In his response, learned counsel for the Respondent submitted that the mode of service on corporations, companies, trustees etc are governed by Section 78 of CAMA CAP 59 LFN 1990. He relied also on the provisions of Order 11 Rule 8 of the High Court of FCT Civil Procedure Rules, 2004 and submitted that service on A.Y. Shuaibu, who is a Director and Chief Executive of the Appellant, is good service.
Learned counsel for the Respondent made a distinction between the case of MARK VS EKE (2004) 5 NWLR (P7.865) 54 at 61 which was heavily relied upon by the Appellant and the present case, and submitted that the Rules of Court being construed in the case of MARK VS EKE (supra) which is Order 12 Rule 5 of the High Court of Imo state civil Procedure Rules 1994, is completely different from the High court of the FCT civil procedure Rules, 2004, particularly order 11 Rule 8. He relied also on the case of KARUS THOMPSON ORGANSATION LTD VS UNIVERSITY OF CALABER (2004) 9 NWLR (PT. 879) 631at 639 and urged this Honourable Court to hold that service of the Court processes on A.Y. Shuaibu, Managing Director of the Appellant company is good and valid service by virtue of order 11 Rules 8 of the High court of FCT civil procedure Rules 2004.
Issue 3
Whether the Hon. Trial Court was right to treat non compliance with the mandatory provision on the issuance and service of originating processes on the Appellant as a “omission lapses” or “omission” and thereby relieved the Respondent of the consequences attached to such non compliance (Ground 4)
In arguing the third and final issue for determination, learned counsel for the Appellant submitted that the trial court description of an improper and in valid issuance and service of the writ of Summons on the Appellant as “minor lapse” or “omission” by the Respondent is erroneous. According to him, improper service of Writ of Summons is fundamental and goes to the root of the matter. It also denies the court the jurisdiction to hear the suit. He submitted further that issuance and service of the originating processes are essential conditions for the court to have the competence or jurisdiction to entertain any matter
It is the argument of learned counsel for the Appellant that the defects of improper issuance and service of the originating process on the Appellant are fundamental and cannot be described as “minor lapse” or “omissions”. He relied on the authority of BABALOLA VS OSOGBO L.G. (2003) 10 NWLR (PT.820) 465 at 470 and submitted further that non-compliance with Sections 97 and 99 of the Sheriffs and Civil Process Act and the Rules of Court are mandatory and are not mere technicality. Being therefore a mandatory requirement of the Law, it is his view that the Honourable Trial Court ought to have declined jurisdiction because such non-compliance is a fundamental vice which has robbed the Court of its jurisdiction in the suit and the Appellant is entitled to have same set aside. He humbly urged this Honourable Court to so hold.
In his response, learned counsel for the Respondent submitted that the contention of the appellant that they were not properly served with the Court processes is unfounded because the appearance in Court of the parties, as ordered in the process, is evidence of service.
He submitted further that the learned trial judge was right in describing the purported improper and invalid issuance and service of the Writ of Summons as minor lapse or omissions because to hold otherwise would be to lean unduly to technicalities. He placed reliance on the case of MUHAMMADU BUHARI & ANOR VS CHIEF OLUSEGUN OBASANJO & 264 ORS (2OO5) 13 NWLR (PT.941) 1 at 43-47 as well as LONG JOHN VS BLAKK (1998) 6 NWLR (PT. 555) 529 and submitted that the days of technicalities are over and the Courts nowadays aim at doing substantial justice. He also cited and relied on the case of AIGHOBAHM AIFUWA (1999) 13 NWLR (PT.635) 416 and submitted that the Appellant’s objection is baseless and unfounded as the Appellant was duly served in line with the provisions of Order 11 Rule 8 of the High Court (Civil Procedure) Rules 2004. It is also submitted on behalf of the Respondent that assuming without conceding that the issuance and service of the court processes was improper and invalid, the learned trial court was right to have described them as minor lapses or omissions because to hold otherwise would lead to undue delay and there must be an end to litigation. He relied on the case of N.A.C.B LTD VS ADEAGBO (2004) 14 NWLR (PT.894) 555.
He therefore urged this Honourable Court to uphold the ruling of the lower court and dismiss this appeal as it is frivolous and unmeritorious.
After a careful consideration of all the three (3) issues for determination and the arguments canvassed therein in this appeal, it is my view that the main contention of the Appellant centres on the propriety or otherwise of the lower court’s ruling that there was substantial compliance with statutory and judicial provisions regarding the issuance and service of originating processes on the appellant, a limited liability company to vest jurisdiction on the lower court.
Jurisdiction is defined as the limit imposed on the power of a validly constituted court to hear and determine issues between persons seeking to avail themselves of its process by reference between whom the issues are joined, or to the kind of relief sought. See A.G. LAGOS STATE V. DOSUNIMU (1989) 3 (PT. 111) 552. The question of jurisdiction of court is a radical and crucial question of competence because if a court has no jurisdiction to hear and determine a case, the proceedings are and remain a nullity ab initio, no matter how well conducted and brilliantly decided they might be. Thus when a court’s jurisdiction is challenged, it is neater and better for the Court to settle that issue one way or the other before proceedings to the hearing of the case on the merits.

A court is competent to assume jurisdiction on any cause or matter in the following circumstances:
a) when it is properly constituted as regards numbers and qualifications of the members on the bench, and no member is disqualified for one reason or the other;
b) When the subject matter of the case is within its jurisdiction and there is no feature in the case which prevents the Court from exercising its jurisdiction;
c) The case comes before the Court initiated by due process of law and upon fulfillment of any
condition precedent to the exercise of jurisdiction.
See the following authorities:
MADUKOLU V. NKEMDILI (1962) ALL NLR 587
UMANAH VS ATTAH (2006) 17 NWLR (PT.1009) 503;
LUFTHANSA AIRLINES V. ODIESE (2006) 7 NWRL (PT. 978) 39.
All these requirements must co-exist conjunctively before jurisdiction can be exercised by the Court.
In the instant case, the Appellant’s contention is that the lower court lacks the jurisdiction to hear and determine the matter because the writ of summons and other originating processes were issued and served on the Appellant, outside jurisdiction, without leave of Court, thereby robbing the lower court of jurisdiction.
It is trite law that a Writ of Summons issued and served out of jurisdiction, without leave of court is liable to be set aside. An application for leave to issue a writ to be served out of jurisdiction is
very important. It is thus not a mere formality where no prior leave is obtained, the writ of summons is said to be issued without due process and will be set aside because the breach is fundamental. See AKINTUNDE V. OJO (2002) 4 NWLR (PT 757) 284.

When an aggrieved party complains of invalid or improper service of process, he is raising a fundamental issue which goes to the jurisdiction and competence of the court. This is so because service of process, especially the originating process, is an essential condition for the Court to have the competence or jurisdiction to entertain any matter.
The Appellant in the instant case is a limited liability company with its registered office at Kaduna, which is outside the jurisdiction of the FCT High Court. The contention of the Appellant is that having not obtained the leave of court to issue and serve the writ on the Appellant, outside the jurisdiction of the court, the writ is invalid. The Appellant’s view is that the issuance and service of such a writ on the Director of the Appellants company in Abuja outside its registered office is improper service.
Section 78 of the Companies and Allied Matters Act Cap 59 LFN 1990 provides as follows;
“A Court process shall be served on a Company in the manner provided by the rules of Court and any other document may be served on a company by leaving it at or sending it by post to, the registered office or head office of the Company.”
The Rules of Court, relied upon by the Respondent is the High court of the FCT (civil procedure) Rules, 2004 particularly order 11 Rule 8, which provides that a Court process shall be served on a company in the following ways:
i) By giving the process to a Director of the Company.
ii) By giving the process to the Secretary of the company.
iii) By giving the process to any principal Officer of the company, not being a Director or a Secretary
iv) By leaving the process at the Registered or Corporate office of the company
By virtue of Section 78 of the Companies and Allied Matters Act 1990, the process of the court is served on a Company in the manner provided by the Rules of Court. Service on a Company must be at the registered office of the company and it is bad and ineffective if it is done anywhere else. The procedure is by giving the process to any Director, Trustee, secretary or other principal officers at the registered office of the Company or by leaving the process at its registered office. It has been judiciary pronounced that the residence of a corporation is the place of its central management and control. This is normally the place where the Board of Directors function or the place of business of the Managing Director and other principal officers and not a branch office or a liaison office. Service of originating process must be at its place of central management and control. See KARUS THOMPSON ORGANISATION LTD V UNVERSITY OF CALABAR (2004) 9 NWLR (PT.879) 631 at 639.
Learned counsel for the Respondent contended that by virtue of order 11 Rule 8 of the High court of FCT (civil procedure) Rules 2004, giving the Court process to a Director of the Company at Abuja is good service.
This argument of the learned counsel for the Respondent is not tenable. I do not agree with him. The law must be construed to meet the interest of justice should this Honourabre court agree with the submission of the learned counsel for the Respondent, it would foist on a corporation a situation whereby Court processes would be served on directors and other principal officers of the corporation any where even in the market place. That in my view is not the intendment of the drafters of the law.
Therefore, by the combined effect of section 78 of CAMA 1990 and a plethora of judicial authorities, service on a company must be at its registered office and non-compliance with this rule will render such service bad and ineffective.
I do not in the same vein agree with the learned trial judge that such non-compliance can be described as minor lapses or omissions that could be ignored. Non-compliance is not a mere technicality. It goes to competence of the Court. Non-compliance with mandatory requirements of the law cannot be trivialized or described technicalities. It is a fundamental breach which vitiates the courts jurisdiction to hear and determine the suit. See F.C.M.B PLC VS N.I.M.R. (2009) 16 NWLR (PT 1168) 468.
Non compliance with SECTION 97 and/or 99 of the Sheriffs and Civil process Act and the rules of court requiring leave of court or a Judge for a writ to be served out of jurisdiction renders the writ and/or service of it voidable and the Defendant who complains of such non- compliance is entitled ex debito justitiae to have the same set aside provided he has not taken fresh steps in the matter which will amount to a waiver of the irregularity complained of. In the instant case, the Appellant took no fresh steps in the matter after being served with the writ. He rather filed a conditional appearance and followed same up with an application for an order setting aside the writ and its service. See page 10 of the Records.
I however agree with learned counsel for the Respondent that pubic interest demands that there should be an end to litigation. However, the dictates of justice demand that legal principles must be obeyed no matter how cumbersome and inconveniencing it may appear, to the parties involved. The fact that A.y. Shuaibu is the sole signatory to the account and he resides in Abuja is of no moments. What is important is that the Appellant is a company with its registered office at Kaduna. Court processes ought to be served on the company at its registered office.
In the instant case, the Appellant being resident outside the jurisdiction, leave of court ought to have been first sought and obtained and the proper endorsement made. By virtue of Section 78 of CAMA, the Appellant ought to have been served at its registered office. Consequently, the service of the writ on the Appellant through A. Y Shuaibu in Abuja, outside the registered office of the company is improper and ineffective. The condition precedent for the trial court to assume jurisdiction having not been met, the trial court is robbed of jurisdiction.
Accordingly, this appeal succeeds. The Ruling of Hon. Justice U.A. Inyang of the High Court of the Federal Capital Territory, Abuja, delivered on the 5th day of October, 2005, dismissing the Appellant’s Preliminary Objection challenging the jurisdiction of the trial court from entertaining the suit for failure to comply with statutory requirements in the issuance and service of originating processes on the Appellant, is hereby set aside.
I make no order as to cost.

JIMI OLUKAYODE BADA, J.C.A.: I had the opportunity of reading in draft, the lead Judgment just delivered by my learned brother, UWANI MUSA ABBA AJI, JCA.
My lord has dealt with all the issues arising for determination in this appeal in a very lucid form. I agree with the reasons contained in the Judgment as well as the conclusion reached.
I however want to make some comments on the propriety of a Court assuming Jurisdiction where it lacks same.
After a party has commenced his action by writ of summons, the next step is to ensure effective service of the processes on the other party. This ensures that the action has been commenced by due process of law, that the other party has notice of the action against him and it obliges him to enter an appearance in Court or file appropriate processes of his own. It also gives the Court competence to proceed with the action as the action then comes before the Court initiated by due process of law.
See the following cases:-
– Skenconsult Nig. Ltd vs. Ukey (1981) 1 S.C. Page 6:
– Integrated Ventures Nig. Ltd (2005) 2 NWLR Part 909 Page 97.
In this appeal under consideration, the service of the writ of summons on the Appellant was done outside the Registered Office of the Company. This in my view is not in compliance with the Provisions of Section 78 of the Companies and Allied Matters Act, Cap 59 Laws of the Federation of Nigeria 1990 which required that service of a document on a company is to be done at the Registered Office of the Company.
Another hurdle to be crossed is the issue of compliance with the Provisions of Sections 97 and 99 of the Sheriffs and Civil Process Act. The previous position of the law was that failure of the Plaintiff to obtain the leave of Court to issue and serve the writ of summons on a Defendant outside the jurisdiction of the Court renders the issuance and service of such writ void not withstanding the appearance and participation of the Defendant in the proceedings. This was represented in such decisions as:-
– Otti v. Mobil Oil Nigeria Ltd (1991) 7 NWLR Part 206 Page 700:
– Unoin Beverages Ltd v. Adamite Co. Ltd (1990) 7 NWLR Part 162 Page 348:
– Ekume v. Silver Eagle Shipping Agencies Ltd (1987) 4 NWLR Part 65 Page 472:
– Derby Pools Ltd vs. Ocheme (1991) 7 NWLR Part 203 Page 323.
However, the current state of the law is that where a Defendant is served with a writ of summons in breach of Sections 97 and 99 of the Act, he has a choice either to object to the service by applying to have it set aside and the court, ex debitio justiciae, will accede to the application or ignore the defect and proceed to take steps in the matter. See:- Odu’a Investment Co. Ltd v. Talabi (1997) 10 NWLR Part 523. Page 1.
In this case the Appellant after being served with the writ, rather than taking further steps, filed a conditional appearance and followed it up with an application to set aside the writ and its service.
Consequent upon the foregoing it is my view that the failure to serve the Appellant with the court processes at the Registered office of the company and non compliance with the Provisions of Sections 97 and 99 of the Sheriffs and Civil Process Act is a fundamental vice.
It deprives the trial Court of the necessary competence and Jurisdiction to hear the suit.

In the result, the proper order is, to strike out the suit thereby returning the parties to the position in which they were before the commencement of the suit.
It is for the above reasons and fuller reasons in the lead Judgment that I too allow this appeal and set aside the Ruling of the lower court delivered on the 5th day of October 2005, which dismissed the Appellant’s Preliminary objection on the Jurisdiction of the trial court to entertain the suit. In its place, the suit is hereby struck out.
There shall be no order as to costs.

ABDU ABOKI, J.C.A.: I agree.
>

Appearances

I.M. NJAKA, Esq.For Appellant

AND

Olumuyiwa Akinboro, Esq., with Kenneth Iweka, Esq., and Chidi Ezenwafor Esq.For Respondent