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AONDONGU v. MAIBER & ANOR (2022)

AONDONGU v. MAIBER & ANOR

(2022)LCN/16234(CA)

In the Court of Appeal

(MAKURDI JUDICIAL DIVISION)

On Monday, May 09, 2022

CA/MK/118/2017

Before Our Lordships:

Ignatius Igwe Agube Justice of the Court of Appeal

Cordelia Ifeoma Jombo-Ofo Justice of the Court of Appeal

Muslim Sule Hassan Justice of the Court of Appeal

Between

DAVIEN AONDONGU APPELANT(S)

And

1. CHIEF ATIM MAIBER 2. ELDER SAMUEL AKIGHIR MANDEUN (Suing For Themselves And On Behalf Of The Gaadi Community Of Makurdi) RESPONDENT(S)

 

RATIO

THE POSITION OF LAW ON DECLARATORY RELIEFS

Declaratory reliefs as sought for in the foregoing pleadings of the plaintiffs/respondents’ statement of claim, is not gotten just for the asking or as a matter of course. Rather, a party who is desirous of a declaratory relief must succeed on the strength of his case and not on the weakness or even the admission of the defence. A declaratory relief can only be granted where the claimant establishes that he has an interest or right which forms the foundation of the relief sought. See the authorities of Ilori vs. Ishola (2018) 15 NWLR Pt. 1641,pg. 94, paras. B-C and Uwah vs. Uwah (2014) All FWLR Pt. 760, pg. 1237, paras. E-F, where the Court held thus:
“In a claim for declaration of title to land, a Plaintiff has the burden of proving his case upon his own evidence and cannot rely on the weakness of the Defendant’s case.”
See also the decision of this Court in Akinyemi vs. Gov., Ekiti State (2014) All FWLR Pt. 781, pg. 1612 – 1613, paras. H-A, where it was held as follows:
“Declaratory Orders are never open ended and all comers’ affairs. The grant of a declaratory relief is a discretionary remedy. It is never granted as a matter of course. Before granting it, the Court must be satisfied that the claimant has a very good case, both from his statement of claim and from evidence he adduces in support thereof.” PER JOMBO-OFO, J.C.A.

WHETHER OR NOT A JUDGEMENT OF A COURT IS BINDING ON ALL PARTIES CONCERNED

It is settled beyond peradventure that the judgment of a Court remains valid and subsisting on all parties and relevant authorities, until set aside. In Ikpeazu vs. Otti (supra), the apex Court held that:
The judgment having not been set aside is not only binding on all parties concerned to obey but to the authorities charged with the responsibility for enforcement of such judgment.
See also the authorities of Saraki vs. Kotoye (1992)9 NWLR Pt. 264, pg. 156 and Rossek vs. ACB Ltd. (1993) 8 NWLR Pt. 312, pg. 382.
PER JOMBO-OFO, J.C.A.

WHETHER OR NOT A COMPANY IS A LEGAL ENTITY THAT CAN SUE AND BE SUED

It is indeed trite law that a company limited by shares either public or private, upon registration obtains the status of a corporate legal personality with the capacity of a natural person with the locus to sue or be sued in its corporate name or any such action by its officers or members commenced in its name. See Section 43 of the Companies and Allied Matters Act, 2020. PER JOMBO-OFO, J.C.A.

CORDELIA IFEOMA JOMBO-OFO, J.C.A. (Delivering the Leading Judgment): The appeal is against the judgment of the High Court of Benue State holden at Makurdi (hereinafter the lower/trial Court) in suit no. MHC/63/2012, delivered 10th February, 2016 per Hon. Justice S. O. Itodo.

At the lower Court, the plaintiffs therein who are the respondents before us sought the following reliefs against the defendant who herein is the appellant:
i. A declaration that the plot situate at opposite Coca-Cola Nigeria Limited belonging to members of the Gaadi Community.
ii. Perpetual injunction restraining the Defendant or his privies from further entry into the land and use of the hall.
iii. N1,000,000.00 (One million Naira) damages for trespass committed by Defendant when he entered the Plaintiffs’ land and occupy the Plaintiffs’ hall exclusive possession of the Plaintiffs without their consent. (See pages 2 and 5 respectively of the record of appeal).

The defendant in his pleading filed 10th October, 2012 prayed the trial Court at paragraph 10 thereof to dismiss the suit for being frivolous, unmeritorious, incompetent and constituting an abuse of its process. (See pages 142 – 144 of the record of appeal).

The plaintiffs on 28th June, 2013 filed an amended reply to the defendant’s statement of defence. (See pages 219B – 221 of the recordof appeal.

With the completion of the filing and exchange of pleadings, the respective counsel filed and exchanged their final written addresses. The learned trial Judge in a considered judgment delivered 10th February, 2016 entered judgment in favour of the plaintiffs as per their claims. Dissatisfied with the judgment, the defendant as appellant herein appealed against same vide their Notice of Appeal filed 30th March, 2016.

The record of appeal was transmitted out of time on 13th April, 2017 but same was regularized and deemed properly compiled and transmitted 18th February, 2021. Parties filed and exchanged briefs of argument. The appellant’s brief dated 22nd March, 2021 and filed 24th March, 2021 and the appellant’s reply brief filed out of time on 8th February, 2022 and deemed properly filed and served 10th February, 2022 were both settled by S. E. Irabor, Esq. The respondents’ brief filed 15th June, 2021 was settled by Isaac Terdoo Nongu, Esq.

From the 3 (three) grounds of the Notice of Appeal, the appellant donated the following 3 (three) issues for determination:
1. Whether the lower Court was right in granting declaratory relief to the Plaintiffs/Respondents even though they did not prove their case. (Ground One).
2. Whether the lower Court was right in adopting the judgment of the Federal High Court in suit no. MKD/CS/44/2010 which is a subject of appeal in Appeal No. CA/MK/98/2012 against the Appellant. (Ground Two).
3. Whether the lower Court was right in holding that the Defendant/Appellant could not be heard to complain about the management of Gaadi & Sons Farms Project Co. Ltd when indeed, the Appellant has proved that he is the administrator of the estate of his late father and assumed the shares of his late father in the company. (Ground Two).

The respondents on their part adopted and argued the 3 (three) issues as formulated by the appellant.

ISSUE 1 (ONE)
Whether the lower Court was right in granting declaratory relief to the Plaintiffs/Respondents even though they did not prove their case.
The appellant while referring to paragraph 15(i) and (ii) submitted that the trial Court erred in law by granting declaratory reliefs to the respondents even though they did not tender any document or adduce cogent evidence showing that the land in dispute was granted to them by Gaadi & Sons Farms Project Company Nig. Ltd. Appellant submitted that irrespective of how inelegant the case of a defendant is, the plaintiff in a claim for declaration of title to land must prove how he got the title and must succeed on the strength of his case and not the weakness of the defence. See Olubodun vs. Lawal (2008) All FWLR Pt. 434, pg. 1468 at 1504, paras. D-F.

Appellant further contended that in the evidence of the plaintiffs’ witnesses found at pages 407 – 410 of the record of appeal, there is no document showing that the land in dispute belong to the plaintiffs/respondents and nothing to show transfer of ownership or even a deed of grant between Gaadi & Sons Farms Project Coy. Ltd and the plaintiffs/respondents. There was also no resolution of the Board of Gaadi & Sons Farms Project Nig. Ltd. tendered to link the plaintiffs’ claim to its purported grantor. See the case of Akinyemi vs. Gov., Ekiti State (2014) All FWLR Pt. 781, pg. 1612, 1613, paras. H – A. Appellant concluded here that the plaintiffs failed to prove their case and were not entitled to the declaratory reliefs granted them by the lower Court. He urged on us to resolve this issue in appellant’s favour.

On the converse, the learned counsel for the respondents submitted that the respondent established that they were the lawful owners and equally were in exclusive possession of the land and the community hall built therein and donated to them by Nigerian Bottling Coy. Ltd., following a request by the Gaadi Community to Gaadi & Sons Farms Project Company Ltd. as far back as year 2005 and that they continually exercised acts of owner including leasing out to interested persons and organizations.

The respondents further contended that there is nothing in suit no. MHC/172/2011 to show that the defendant/appellant sued Chief Terwase Gaadi to recover the land in dispute, rather it was instituted against the plaintiffs/respondents to recover the land from them. Respondents urged the Court to accord presumption of ownership and possession of the land in contention pursuant to Section 35 of the Evidence Act, 2011. They urged that we resolved issue 1 (one) in favour of the respondents.

Although the reply brief of the appellant has turned out to be an extended brief of argument as opposed to a reply brief on points of law, however, I shall be drawing from it wherever and whenever I find it expedient so to do.

RESOLUTION OF ISSUE 1 (ONE)
In paragraphs 15(i) to (iii) of their statement of claim, the respondents had sought the following reliefs against the appellant:
i. A declaration that the plot situate at opposite Coca-Cola Nigeria Limited belonging (sic) to members of the Gaadi Community.
ii. Perpetual injunction restraining the Defendant or his privies from further entry into the land and use of the hall.
iii. N1,000,000.00 (One Million Naira) damages for trespass committed by defendant when he entered the plaintiff’s (sic) land and occupy the plaintiffs’ hall exclusive possession of the plaintiffs without their consent.

Declaratory reliefs as sought for in the foregoing pleadings of the plaintiffs/respondents’ statement of claim, is not gotten just for the asking or as a matter of course. Rather, a party who is desirous of a declaratory relief must succeed on the strength of his case and not on the weakness or even the admission of the defence. A declaratory relief can only be granted where the claimant establishes that he has an interest or right which forms the foundation of the relief sought. See the authorities of Ilori vs. Ishola (2018) 15 NWLR Pt. 1641,pg. 94, paras. B-C and Uwah vs. Uwah (2014) All FWLR Pt. 760, pg. 1237, paras. E-F, where the Court held thus:
“In a claim for declaration of title to land, a Plaintiff has the burden of proving his case upon his own evidence and cannot rely on the weakness of the Defendant’s case.”
See also the decision of this Court in Akinyemi vs. Gov., Ekiti State (2014) All FWLR Pt. 781, pg. 1612 – 1613, paras. H-A, where it was held as follows:
“Declaratory Orders are never open ended and all comers’ affairs. The grant of a declaratory relief is a discretionary remedy. It is never granted as a matter of course. Before granting it, the Court must be satisfied that the claimant has a very good case, both from his statement of claim and from evidence he adduces in support thereof.”

It is common ground that the land belonged originally to Gaadi & Sons Farms Project Company Ltd., and who gifted same to the Gaadi Community in 2005. The Coca-Cola Company as part of its corporate social responsibility to the community built a Community Hall on the land and donated same to the Gaadi Community. The PW1 who was erroneously referred to as ‘DW1’ had testified in Court as follows:
“I have knowledge of a document transferring the land from Gaadi & Sons Farms Project Nig. Ltd. to the plaintiffs. … There was a resolution of the Board of Directors in which the company Gaadi & Sons gave the land to Coca-Cola Company. I am not a biological son the late Gaadi Amogo who was the owner of the land. The eldest surviving son of the late Gaadi Amogo and the head of the family is the defendant. (See page 407 of the record of appeal).”

PW2 on the same line under cross-examination also affirmed that the Community did not obtain any title document over the land. (See page 408 of the record of appeal).

The PW3 attested to the fact that there was a gift of the land in question to the Gaadi Community by Gaadi & Sons Farms Project Nig. Ltd. This is discernible from his testimony wherein he stated as follows:
“… I referred to some receipts in my evidence which I can identify if I see them. The document shown to me are the said receipts. I apply to tender them.”

The Court in the absence of objection admitted and marked the two receipts as Exhibits 2 and 3 respectively. (See page 409 of the record of appeal).

PW4 on his part stated under cross-examination that:
“… The defendant is the oldest son of Gaadi. The hall was built in the name of the community and not Gaadi. If there is any agreement it would be with the 2nd plaintiff who is now late. …(See page 410 of the record of appeal).”

The appellant in consonance with the evidence of the respondents also pleaded and testified as follows in paragraphs 2 and 3 of his statement of defence:
“2. The Defendant … states that the said land in question is property of the Gaadi Amogo family under the name and style of Gaadi & Sons Farm Projects Co. (Nig) Ltd.
3. The Defendant … states that sometime in 2003 a group of youths within the Gaadi Community … seized a truck belonging to Coca-Cola on the ground of poor Corporate Social Responsibility on the part of the company prompting the company to promise building a community hall. That one late Chief Terwase Gaadi, then eldest son of Chief Gaadi Amogo showed them the land-subject matter of this suit to build on,… (See page 142 of the record of appeal).

By his pleadings and evidence, the appellant has admitted that the land in dispute originally belonged to the Gaadi & Sons Farms Project Coy. Nig. Ltd. and that it was the late Chief Terwase Gaadi, eldest son of Chief Gaadi Amogo who gave the land to the community. Being an admitted fact it requires no further proof that the land in dispute was gifted to the Gaadi Community sometime in 2005 and that the Community caused the building of a hall thereon for the use of the Gaadi Community. Ever since then the Community has exercised various acts of possession over the land including that of letting the hall to other bodies. Two exhibits i.e. Exhibits 2 and 3 were tendered and admitted through the PW3 which copies of receipts were issued to Pastor of RCCG and dated 22/02/010 and 26/06/2011 respectively. Whether the land was illegally transferred by the late Chief Terwase Gaadi to the respondents is a matter for another day. This is to say that it is immaterial in this cause. The fact remains that there was a transfer of the land in dispute from Gaadi & Sons Farms Project Co. Nig. Ltd. to the Gaadi Community and they have exercised acts of ownership and possession over the land since coming into possession of same.

The act of admission by the appellant and as is manifest in paragraphs 2 and 3 of the statement of defence and his statement on oath which have gone on to strengthen the case of the respondents, cannot be side tracked.

All the foregoing uncontroverted facts show that the parcel of land in issue was a gift from the Gaadi Sons Farms Project Nig. Ltd to the Gaadi Community. Though there was no documentation of the agreement to that effect, yet the agreement is sustainable under the presumption of a parole agreement.

In the circumstances of the appellant’s admission of the facts pleaded and established by the respondents, the said respondents have delivered on the minimal burden of proof placed on them. The question whether the lower Court was right in granting declaratory relief to the Plaintiffs/Respondents, is thus answered in the positive, more so as they were able to establish their case on the preponderance of evidence. Issue 1 (one) is thus resolved in favour of the respondents and against the appellant.

ISSUE 2 (TWO)
Whether the lower Court was right in adopting the judgment of the Federal High Court in suit no. MKD/CS/44/2010 which is a subject of appeal in Appeal No.CA/MK/98/2012 against the Appellant.

The learned counsel for the appellant submitted that the lower Court erred when it adopted the judgment of the Federal High Court given against the appellant in a totally different case with different parties as its judgment against the appellant, more so as that judgment is appealed against by the appellant and it is pending before this Honourable Court in Appeal No. CA/MKD/98/2012. (See page 432 of the record of appeal). Counsel submitted that the decision of the Federal High Court in that case is not a ratio decidendi binding on the State High Court as they are Courts of coordinate jurisdiction. Counsel submitted that issues settled in a case cannot be looked into or examined by another Court of co-ordinate jurisdiction unless by way of appeal. See the case of Sheriff vs. PDP (2017)14 NWLR Pt. 1585, pg. 363, paras. E-G and the decision of the Federal High Court admitted in evidence before the lower Court and marked as Exhibit 6. Appellant submits further that being a subject of subsisting appeal, the decision of the Federal High Court in Suit No. FHC/MKD/CS/44/2010 cannot be said to be a final judgment worthy of judicial application by another Court. The appellant urged on us to resolve the issue in his favour.

In reaction, the learned counsel for the respondents submitted such suit never existed and that the suit that was decided by the Federal High Court and admitted in evidence was Suit No. FHC/MKD/CS/44/2010. Counsel submitted instead that a judgment of Court remains binding and subsisting until set aside. See Ikpeazu vs. Otti (2016) All FWLR Pt. 833, pg. 1946 at 1975, para. H. The respondents urged on us to resolve this issue against the appellant.

RESOLUTION OF ISSUE 2 (TWO)
Indeed there is no such judgment of the Federal High Court bearing Suit No. MKD/CS/44/2010 that was adopted and acted upon by the lower Court. Admittedly, the learned trial Court while deciding Suit No. MHC/63/2012, the fountain of the instant appeal before us, adverted its mind to a Federal High Court decision in a suit No. FHC/MKD/CS/44/2010. This Suit No. FHC/MKD/CS/44/2010 decided 31st May, 2011 was in the course of the proceedings at the lower Court, tendered and admitted in evidence without objection and marked as Exhibit 1. (See page 408 of the record of appeal).

It is settled beyond peradventure that the judgment of a Court remains valid and subsisting on all parties and relevant authorities, until set aside. In Ikpeazu vs. Otti (supra), the apex Court held that:
The judgment having not been set aside is not only binding on all parties concerned to obey but to the authorities charged with the responsibility for enforcement of such judgment.
See also the authorities of Saraki vs. Kotoye (1992)9 NWLR Pt. 264, pg. 156 and Rossek vs. ACB Ltd. (1993) 8 NWLR Pt. 312, pg. 382.

The cause of action in Suit No. FHC/MKD/CS/44/2010 emanated from the operation and management of Gaadi & Sons Farms Project Co. Ltd., a private limited liability company registered under the Company and Allied Matters Act, 2020. The Federal High Court is the Court endowed with the exclusive jurisdiction in all matters pertaining or relating to companies such as Gaadi & Sons Farms Project Ltd., registered under the Company and Allied Matters Act (CAMA) or any other law replacing the Act. See Section 251 (e) of the Constitution of the Federal Republic of Nigeria, 2018 as amended. This jurisdiction is exclusive to the Federal High Court. It does not share it with the High Court and its decision on any such matter can only be questioned, varied or set aside by the Court of Appeal. A High Court such as the trial Court herein obviously lacks the powers to sit as an Appellate Court over the decision of any other Court of coordinate/concurrent jurisdiction. In the case of Prestige Assurance Plc. vs. Sara Products Ltd. (2016) All FWLR Pt. 818, pg. 799, 826-827, paras. F-B, this Court per Oseji, JCA. (as he then was and of blessed memory) held thus:
“By virtue of Section 251 (1) of the 1999 Constitution of the Federal High Court enjoys exclusive jurisdiction to hear and determine civil causes and matters listed in Section 1 (a) to (r) and such other jurisdiction civil or criminal whether to the exclusion of any other Court or not as may be conferred upon it by an Act of the National Assembly…
See also Babington-Ashaye vs. E.M.A. Gen. Ent. Nig. Ltd. (2012) All FWLR Pt. 654, pg. 256 and Adetona & Ors vs. Igele Enterprises Ltd. (2011) LPELR.

I deem it expedient to state that a Court of law is bound to give effect to every documentary evidence such as Exhibit 1, legally and duly admitted in evidence and marked as exhibit. As I earlier noted, the judgment in Suit No. FHC/MKD/CS/44/2010 was duly admitted in evidence without objection before it was marked as Exhibit 1. In the circumstances, the lower Court is bound to rely and act upon it, being part of the evidence adduced before it and which it was bound to evaluate and reach a decision one way or the other in the matter before it. In the case of Wassah vs. Kara (2015) All FWLR Pt. 769, pg. 1034 at 1052, paras. B-D, where the Supreme Court, per our noble Rhodes-Vivour, JSC., held as follows:
“The well laid down procedure for admitting documents in evidence is for the trial Judge to hear arguments for and against the admissibility of the document, then render a ruling if the ruling is favourable to the document being admitted in evidence the document is admitted in evidence and marked as Exhibit… A document marked as exhibit is good evidence that the Judge is expected to rely on when preparing the judgment.”

The decision in FHC/MKD/CS/44/2010 rather than being interfered with as the appellant seems to suggest, the lower Court was rather giving effect to it as the decision therein still subsists. Even if the matter is now on appeal at the Court of Appeal, since the Appeal Court is yet to vary or affirm the decision in it, the judgment thereon subsists and remains binding on all parties until set aside by the Appellate Court. In the circumstances, the learned trial Judge herein was only giving effect to the Judgment arising from Suit No. FHC/MKD/CS/44/2010, which judgment was duly admitted in evidence before him and marked as Exhibit 1, when he held thus:
“Having found that the subject matter of the dispute belong to the Gaadi & Sons Farms Co. Ltd and the consideration of the decision in Exhibit 1, viz Suit No. FHC/MKD/CS/44/2010 of the 31.05.11 which read in paragraph 8 on page 35 thus:
“8. That I order a perpetual injunction restraining the plaintiff (the defendant herein by himself, his agent, assigns, successors and whomsoever deriving authority from him from tempering (sic) with, interfering with, dealing with and trespassing on any of the properties constituting the properties of the 1st defendant (Gaadi & Sons Farms Project Co. Ltd.).”
The defendant can hardly be heard to complain about the management of any of the properties of Gaadi & Sons Farms Project Co. Ltd. the decision restraining him as set out above still subsists. By operation it precludes the defendant from interfering with the gift or donation of the land by Gaadi & Sons Farms Project Co. Ltd. to the Gaadi Community. To that extend (sic) he can neither be heard, either in objection or in agreement with the conduct of the business of Gaadi & Sons Farms Project Co. Ltd…

Issue 2 (two) is on the whole resolved in favour of the respondents and against the appellant.

ISSUE 3 (THREE) 
Whether the lower Court was right in holding that the Defendant/Appellant could not be heard to complain about the management of Gaadi & Sons Farms Project Co. Ltd. when indeed, the Appellant has proved that he is the administrator of the estate of his late father and assumed the shares of his late father in the company.

The learned counsel for the appellant submitted on this issue that the trial Court erred when it held that the appellant could not be heard to complain about the management of Gaadi & Sons Farms Project Co. Ltd. when the appellant gave sufficient evidence to show his standing and authority concerning the affairs of Gaadi & Sons Farms Project Co. Ltd. The learned counsel further submitted that the defendant gave unchallenged evidence and tendered letters of Administration dated 01/09/2009 showing that he assumed ownership of the shares held by Chief Gaadi Amogo, the late Managing Director/Chief Executive Officer of Gaadi & Sons Farms Project Co. Ltd. Learned counsel then argued that the appellant has sufficient interest in the affairs of Gaadi & Sons Farm Project Co. Ltd and has shown same so sufficiently in his evidence before the trial Court. Counsel contended that the lower Court erred in law and fact when it waived rights of the appellant as one who could not be heard in the affairs of Gaadi & Sons Farm Project C. Ltd. and this occasioned a miscarriage of justice.

The respondents while disagreeing with the submissions of the learned counsel for the appellant on this issue, on their part submitted that the appellant has never been either an officer or member of the Gaadi & Sons. Farm Project Co. Ltd. and as such lacks the locus standi and legal capacity to question the management and operation of a company which he has no stake into. That at most his action of unlawfully and forcefully taking over the land and hall belonging to the respondents as well as the hall built therein is without any legal justification and by all standards amounted to self-help which the law wholly frowns at. Counsel for the respondents urged on us to discountenance the argument of the appellant on this issue and all the authorities cited therein as they do not apply to the case at hand as the appellant has not disclosed the existence of any interest in his favour in the affair of Gaadi & Sons Farms Project Co. Ltd.

RESOLUTION OF ISSUE 3 (THREE)
It is indeed trite law that a company limited by shares either public or private, upon registration obtains the status of a corporate legal personality with the capacity of a natural person with the locus to sue or be sued in its corporate name or any such action by its officers or members commenced in its name. See Section 43 of the Companies and Allied Matters Act, 2020. The appellant by the foregoing provisions lacks interest in the operation and management of the affairs of Gaadi & Sons Farms Project Co. Ltd. which gave the respondents the land upon which the Gaadi Community hall was erected. See SWV (NIG.) LTD. vs. AMCON (2020) 3 NWLR Pt. 1710, pg. 193, paras. A-C and Adewumi vs. Adebest Telecoms (Nig.) Ltd. (2013) All FWLR Pt. 703, pg. 1954 at 1991, paras.C-F, and 1992, paras. D-G where it was held as follows:
By the provisions of Sections 37, 299 and 300 of the Companies and Allied Matters Act, Cap 59, Laws of the Federation of Nigeria, 1990, when the memorandum is duly signed, the subscribers are a body corporate capable forthwith… of exercising all the functions of an incorporated company, the company attains maturity on its birth. There is thus no period of minority and no interval of incapacity. Any wrong or liability incurred by a company or in an action for recovery of money or damages due or against it, either in tort or contract, only the company itself and not an individual or minority shareholder can sue or take action to redress, recover and/or ratify the wrong or irregular conduct. Once incorporated, the company and it alone must act and be acted against to enter into and enforce its rights and obligation.
It is common place that Chief Terwase Gaadi in his lifetime was the Managing Director of Gaadi & Sons Farm Project Co. Ltd., who in turn gave the res for the building of the Gaadi Community hall, purportedly against the wish of other family members. The PW1 being a Director in the Gaadi & Sons Farm Project Co. Ltd. testified that the act of giving the Company’s land for the building of Gaadi Community hall was a mutual decision of the Board and Management of company and that the appellant was never at any point a member or officer of the company. This is a clear and direct evidence that the appellant lacks the capacity to interfere or question the operation and policy implementations and actions of the Gaadi & Sons Farm Project Co. Ltd. In the case of Obu vs. S.P.D.C.N.I. (2013) All FWLR Pt. 708, pg. 986, 996-997, paras. G – B, per Fasanmi, JCA., this Court held thus:
“The policy/guideline is a message from the Chairman of the Board to the Board of the respondent. Clearly, policy guideline by the Chairman of the Board cannot be intended to be inquired into by anyone who is not a member of the company. The question remains that can interested persons in the guideline who are not members of the company go to Court to challenge the implementation of the policy guideline which from the act presented is an internal policy? The answer is NO. There is nothing in the amended statement of claim to show that the appellants are privy to the policy/guideline or are members of the 1st respondent’s company…”

The appellant in the instant appeal aside from arguing that he is the head of the Gaadi Amogo family and that letters of Administration were granted him over his late father’s shares in Gaadi & Sons Farm Project Co. Ltd., he never adduced evidence that his alleged letters of Administration were ever registered with the company as required by law or did he furnish the Court with evidence of his leadership/change of leadership in Gaadi & Sons Farm Project Co. Ltd. as in form of CAC Forms 2 and 7, as merely securing letters of Administration does not in any way make him the Managing Director of Gaadi & Sons Farm Project Co. Ltd. This is because the Gaadi Amogo family and the Gaadi & Sons Farm Project Co. Ltd are two distinct entities in law. It is therefore erroneous and a misconception for the appellant in the instant appeal to conceive the fact that because he obtained letters of Administration over the shares held by his late father that that implies that he has interest in the affairs of Gaadi & Sons Farm Project Co. Ltd.

The appellant at the end of the day has not disclosed sufficient interest in his favour in the operation and management of the business of Gaadi & Sons Farm Project Co. Ltd. In the event the question whether the lower Court was right in holding that the Defendant/Appellant could not be heard to complain about the management of Gaadi & Sons Farms Project Co. Ltd. when indeed, the Appellant has proved that he is the administrator of the estate of his late father and assumed the shares of his late father in the company, is answered in the affirmative. This is saying that the lower Court was right in its findings and holdings thereon. Issue 3 (three) is thus resolved in favour of the respondents and against the appellant.

Having resolved the 3 (three) issues donated for determination in favour of the respondents and against the appellant, it follows that the appeal is bereft of substance and merit. The appeal is thus dismissed for lacking merit. Hence, the judgment of the High Court of Benue State, holden in Makurdi in Suit No. MHC/63/2012 per Hon. Justice S. O. Itodo, delivered 10th February, 2016 is hereby affirmed.

Costs assessed and fixed at N80,000.00 (Eighty Thousand Naira) is awarded in favour of the respondents and against the appellant.

IGNATIUS IGWE AGUBE, J.C.A.: I was afforded a copy of the judgment just delivered by my learned brother, CORDELIA IFEOMA JOMBO-OFO, JCA, having perused the said judgment, I am at one with the reasoning and conclusions contained therein to the effect that having resolved the three (3) issues donated for determination against the appellant, it follows that the appeal is bereft of substance and merit. The appeal is thus dismissed for lacking merit.

I abide by all consequential orders made in the judgment.

MUSLIM SULE HASSAN, J.C.A.: I was privileged to read in advance a draft copy of the lead judgment of my learned brother, CORDELIA IFEOMA JOMBO-OFO, JCA, in which he dismissed this appeal.

The issues raised in this appeal have been comprehensively resolved, I agree and have nothing further to add.

Appeal dismissed as to cost awarded.

Appearances:

U. Uhamber, Esq. For Appellant(s)

I. T. Nongu, Esq. – for 1st and 2nd Respondent. For Respondent(s)