IDIONG & ORS v. THE INCORPORATED TRUSTEES OF THE DIVINE ASSEMBLIES OF CHRIST CHURCH OF NIGERIA (2021)

IDIONG & ORS v. THE INCORPORATED TRUSTEES OF THE DIVINE ASSEMBLIES OF CHRIST CHURCH OF NIGERIA

(2021)LCN/15137(CA)

In The Court Of Appeal

(CALABAR JUDICIAL DIVISION)

On Thursday, May 06, 2021

CA/C/87/2016

Before Our Lordships:

Mojeed Adekunle Owoade Justice of the Court of Appeal

James Shehu Abiriyi Justice of the Court of Appeal

Muhammed Lawal Shuaibu Justice of the Court of Appeal

Between

1. REV. MONDAY MICHEAL IDIONG 2. ELDER MONDAY ISAIAH UDO 3. ELDER IME EMMANUEL UMOH 4. ELDER EDET AKPAN ESSIEN APPELANT(S)

And

THE INCORPORATED TRUSTEES OF THE DIVINE ASSEMBLIES OF CHRIST CHURCH OF NIGERIA RESPONDENT(S)

RATIO

WHETHER ACTIONS INVOLVING REGULATING, RUNNING OR MANAGEMENT OR CONTROL OF COMPANIES ARE WITHIN THE JURISDICTION OF THE FEDERAL HIGH COURT

… I have no doubt that the questions sought for determination in the Respondent’s/Plaintiff’s originating summons are within the exclusive jurisdiction of the Federal High Court as “arising from the operation of the Companies and Allied Matters Act…” by a community reading of Sections 251 (1) (e) of the 1999 Constitution and Sections 596, 601 and 602 of the Companies and Allied Matters Act. This Court took the same position in the case of GBAGI & ANOR v. OKPOKO (2013) LPELR – 20167 (CA) when it stated that: In an action involving regulating, running or management or control of companies, the Federal High Court would be vested with the jurisdiction ….. any matter that can be decided without recourse to either the Companies and Allied Matters Act or any enactment regulating operation of companies under the said Act belongs to a State High Court. In the same case, the Court held regarding the governing documents of a company: Thus an action could be maintained and entertained by the Federal High Court affecting formation or winding-up of a company, memorandum and articles of association, shares and share holding, appointment, removal or change, or alteration of directors. Also, in the case of BANKOLE & ORS. v. EMIR (2012) LPELR – 19719 (CA), Ikyegh JCA defined the words “operation” and “regulating” used in Section 251 (1) (e) of the Constitution thus: The operative words “operation” and “regulating” in the sub-section mean the implementation or application of the provisions of Companies and Allied Matters Act by the Court towards the carrying on or managing of a company and directing influence or control over the functioning of companies incorporated under Companies and Allied Matters Act. PER MOJEED ADEKUNLE OWOADE, J.C.A.

WHAT IS A SIGNATURE

A signature is “a person’s name or mark, written by that person or at that person’s direction. It is also any name, mark or writing used with the intention of authenticating a document”. See MICHMERAH INT. LTD. v. NIG. INT. BANK LTD. (2015) LPELR – 25768. PER MOJEED ADEKUNLE OWOADE, J.C.A.

INTERPRETATION OF SECTIONS 596 AND 602 OF THE COMPANIES AND ALLIED MATTERS ACT AS REGARDS THE VALIDITY OF A SOLE TRUSTEE IN THE EVENT OF DEMISE OR INCAPACITATION OF OTHER TRUSTEES.

By the provisions of Sections 596 and 602 of the Companies and Allied Matters Act, it is evident that the Act recognised the possibility or existence of a sole trustee in the event of demise or incapacitation of other trustees. This shows that the trustees have a separate personal legal entity from the corporate body and the administration of the affairs of the body is not dependent on the personal status of the trustees but on the separate and distinct life of the incorporated body. Thus, where one trustee survives the other appointed with him, he remains the sole trustee that is the sole corporate. The legal personality of the association or body lies in him, he becomes the sole determinant on all issues for which the Law reserves a decision or action for the trustee. See CHIEF JAMES EGBUSON & ORS v. JOSEPH IKECHUKWU (1977) ALL NLR 194, 203; OKATTA v. REGISTERED TRUSTEES OF THE ONITSHA SPORTS CLUB (2008) 13 NWLR (Pt. 1105) 632. PER MOJEED ADEKUNLE OWOADE, J.C.A.

MOJEED ADEKUNLE OWOADE, J.C.A. (Delivering the Leading Judgment): This is an appeal against the judgment of the Federal High Court Uyo Division, delivered on June 16, 2015 in Suit No. FHC/UY/CS/9/2013 by Hon. Justice Ijeoma L. Ojukwu.

By an originating summons taken out by the Plaintiff/Respondent on 30/1/2013 against the Defendants/Appellants, the Respondent as Plaintiff ask for the determination of the following questions:
1. Whether the Defendants in preventing the Plaintiffs as a body corporate from administration of the Divine Assemblies of Christ Church of Nigeria is not wrongful, unlawful and illegal having regards to the combined provisions of Sections 596 (1) (2) and (3) of the Companies and Allied Matters Act Cap. C24 Laws of the Federal Republic of Nigeria 2004 and Articles II (5) of the Constitution of the Divine Assemblies of Christ Church of Nigeria.
2. Whether the Defendants, not being trustees of the Divine Assemblies of Christ Church of Nigeria can lawfully exercise the functions with regards to the Divine Assemblies of Christ Church, Nigeria, having regards to Article II (5) of the Constitution

of the Divine Assemblies of Christ Church of Nigeria and the combined provisions of Sections 596 (1), (2) and (3) of the Companies and Allied Matters Act Cap. C24 Laws of the Federal Republic of Nigeria, 2004.
3. Whether the Defendants, their agents, nominees and privies who are not Trustees of the Divine Assemblies of Christ Church are entitled to hold unto any property of the Divine Assemblies of Christ Church, Nigeria to the exclusion of the Plaintiffs and without the consent and authority of the Plaintiff, having regards to the provisions of the Companies and Allied Matters Act and Articles II (5) and Articles II (6) Constitution of the Divine Assemblies of Christ Church of Nigeria.

The Respondent/Plaintiff also prayed the Court as follows:
1. A Declaration that upon a proper interpretation of the Constitution of the Divine Assemblies of Christ Church of Nigeria (the “Constitution”), the usurpation of the powers of the Plaintiffs by the Defendants from the 17th of November, 2011 is unlawful, illegal and constitutes a gross breach of the Constitution of the Divine Assemblies of Christ Church of Nigeria and the provisions of the

Companies and Allied Matters Act, 2004.
2. A Declaration that the Plaintiff and its members as a body corporate, are the only persons entitled to hold the properties of the Divine Assemblies of Christ Church of Nigeria.
3. A Declaration that upon a proper interpretation of the Constitution of the Divine Assemblies of Christ Church of Nigeria and the Companies and Allied Matters Act Cap. C24 Laws of the Federation of Nigeria 2004, that the Defendants not being members of the Plaintiffs are not entitled to carry out any administrative functions or acts in relation to the Divine Assemblies of Christ Church of Nigeria.
4. A Declaration that the actions of the Defendants in appointing ministers and the exercise of every administrative functions in the Church since 17th November, 2011 and the appointments, decisions and deliberations so far and on behalf of the Church are illegal, null and void.
5. A Declaration that the 1st Defendant, not having been appointed to a position or office, known as “General Overseer” of the Divine Assemblies of Christ Church of Nigeria is not entitled to parade or refer to himself as “the General

Overseer of the Divine Assemblies of Christ Church of Nigeria”.
6. An Order of Court setting aside all administrative decisions, appointments and deliberations taken by the Defendants and purporting to be the decision of the Divine Assemblies of Christ Church of Nigeria, 17th November, 2011 were taken unlawfully and are null and illegal.
7. An Order of Court compelling the Defendants to furnish to the Plaintiffs, a proper and full account of all the income and properties of the Divine Assemblies of Christ Church of Nigeria from the 17th of November, 2011 to the date of the making of the said account in compliance with the orders of the Court within 10 (ten) days of the judgment of this Court.
8. An Order of Injunction restraining the Defendants, their agents, loyalists, pastors, whether by themselves, their servants, agents, privies or representatives in any branch of the church from administering or carrying out any administrative functions with regards to the Divine Assemblies of Christ Church of Nigeria at its spiritual and administrative headquarters at Nkwot-Ikono or in any other branch of the Divine Assemblies of Christ Church of

Nigeria without the authority of the Plaintiffs.
9. An Order of Injunction restraining the Defendants, their agents, loyalists, pastors, whether by themselves, their servants, agents, privies or representatives in any branch of the church from interfering, further tampering or with the properties of the Divine Assemblies of Christ Church of Nigeria without the consent and authority of the Plaintiff.
10. An Order of Injunction restraining the Defendants, their agents, loyalists, pastors, whether by themselves, their servants, agents, privies or representatives in any branch of the Church from interfering with the exercise of the Plaintiff’s duties and functions as trustees of the Divine Assemblies of Christ Church of Nigeria.
11. An Order of Injunction restraining the Defendants, their agents, loyalists, pastors, whether by themselves, their servants, agents, privies or representatives in any branch of the Church from parading themselves as the Registered or Incorporated Trustees of the Divine Assemblies of Christ church of Nigeria.
12. An Order of Injunction restraining the 1st Defendant, whether by himself or by his agents, as

parading himself as “General Overseer” of the Divine Assemblies of Christ Church of Nigeria.
Parties filed and exchanged Affidavit evidence.

In a considered judgment, the learned trial judge considered the provision of Section 251 (1) (e) of the 1999 Constitution, Section 610 of the Companies and Allied Matters Act (CAMA) and held that the subject matter of the suit relates to the control and operation of the Registered or Incorporated Trustee and that the Federal High Court is vested with jurisdiction.

He held further that by the provision of Section 596 of the Companies and Allied Matters Act (CAMA), the trustees have a separate personal legal entity from the corporate body and the administration of the affairs of the body is not dependent on the personal status of the trustees but on the separate and distinct life of the incorporated body.

The learned trial judge concluded in finding for the Respondent Plaintiff that any decisions taken by the Defendants Appellants outside their functions as the Elders Council in usurpation of the constitutional duties of the Board of Trustees or the Plaintiff in the administration of the

affairs and properties of the church is a nullity.

Dissatisfied with the judgment, the Appellants filed a Notice of Appeal containing three (3) grounds of appeal in this Court on 3/7/2015. Appellants brief of Argument was filed on 14/11/2016 but was deemed filed on 29/1/2018. It is settled by Obong U. S. Udoh.

Respondent’s brief of Argument was filed and deemed on 14/5/2019. It is settled by Aniekan Akpan, Esq.

Learned counsel for the Appellants nominated four (4) issues for determination of the appeal. They are:
1. Whether in view of the relief claimed by the Respondent in her originating summons before the trial Court, Federal High Court, Uyo, had jurisdiction to hear and determine the Respondent’s case before the Court?
2. Whether the Respondent in view of the conflicting registration documents presented in the Federal High Court, Uyo by the Respondent as Constitutions and Certificates of Registration of Divine Assemblies of Christ Church of Nigeria is registered with the Corporate Affairs Commission of Nigeria?
3. Whether the Respondent’s case before the Federal High Court, Uyo which was contentious in nature

was properly heard and determined by the Court through an originating summons?
4. Whether the Respondent as presently constituted even if registered is competent to manage the affairs of the Divine Assemblies of Christ Church of Nigeria and or receive account from the Appellants?

Learned counsel for the Respondent adopted Appellants’ issues 1, 2, and 4 for determination of the appeal. He quickly pointed out that Appellants’ issue 3 has no supporting ground and that it is therefore incompetent. He referred to the cases of AKPAN v. BOB (2010) 17 NWLR (Pt. 1223) 421; IDIKA & ORS. v. ERISI & ORS (1988) 2 NWLR (Pt. 78) 563; CONTRACT RESOURCES NIG. LTD. v. STANDARD TRUST BANK LTD. (2013) 6 NWLR (Pt. 1350) 261.

Suffice to say, I agree with the learned counsel for the Respondent that Appellants’ issue 3 has no supporting ground of appeal and therefore the issue is irrelevant and incompetent. This appeal shall be decided on Appellants’ Issues 1, 2 and 4.

On issue 1, learned counsel for the Appellants submitted that the questions for determination in the originating summons of the Respondent before the Federal High Court were for interpretations

of the Constitution of the Respondent rather than the provisions of the Companies and Allied Matters Act 1990 (CAMA). The effect of this, said counsel, is that the claims of the Respondent before the Federal High Court were on the internal affairs and internal wrangling in the church of the Respondent and had nothing to do with the control or operation of the body under the Companies and Allied Matters Act (CAMA).

He submitted that by the combine effect of Section 691 (1) 693 of the Companies and Allied Matters Act and Section 251 (1) (e) of the Constitution of the Federal Republic of Nigeria (as amended), Federal High Court only has jurisdiction in the affairs of an Incorporated Trustees only when the issue relates to change of Trustees and winding up of the body.

He submitted that the bone of contention or the issues in controversy between the Appellants and the Respondent in the case at Federal High Court as contained in paragraph 5 of the Respondent’s affidavit in support of her originating summons at page 7 of the records of proceedings of the Federal High Court and the counter affidavit of the Appellant as in paragraphs 15, 16 thereof at page 73

of the records of proceedings of the Court, are on who between the parties have the right to appoint a general overseer (a spiritual office) of the Church and also see to the day to day running of the Church. The other claims of the Respondent at the Federal High Court are on account and injunction. These claims are outside the powers of the Federal High Court as stated in Section 251(1) (e) of the Constitution of the Federal Republic of Nigeria and Section 691 (1), 693 of the Companies and Allied Matters Act. He referred to the case of GODWIN & ORS. v. OKWEY & ORS. (2010) 16 NWLR (Pt. 1219) 309 @ 322, 323 and 325.

He submitted that the above cited case of Okwey is the same with the case of the Respondent at the Federal High Court, Uyo leading to this appeal. Even though the Respondent made references to some provisions of the Companies and Allied Matters Act, the relief sought by the Respondent had to do with the interpretation of the Constitution of the Respondent rather than the interpretation of any provision of the Companies and Allied Matters Act. He referred to the case of TUKUR v. GOVERNMENT OF GONGOLA STATE (1989) 4 NWLR (Pt. 117) @

549 for the view that a Court must have jurisdiction to determine all the claims before the Court can assume jurisdiction.He reasoned that claims of the Respondent at the Federal High Court as contained in the originating summons of the Respondent in the Court had nothing to do with the winding up of Trustees of the Church. It was not even on the control of the Church asset but on who should be the spiritual head of the church, the General Overseer, which office is different from the Trustees and the administrative head of the Respondent.
He submitted further that even the orders granted by the Federal High Court, Uyo as contained in page 162 of the records are outside the purview of the jurisdiction of the Federal High Court. In particular, in Order 3 made by the Court which restrained the 1st Defendant/Appellant from parading himself as the General Overseer of Divine Assemblies of Christ Church of Nigeria pending the appointment of a General Overseer of the Church in accordance with the Constitution of the church. This Order, said counsel, is not only outside the jurisdiction of the Federal High Court, but without support from the Constitution of the Respondent.

Appellants counsel concluded on issue 1 that the Federal High Court, Uyo was not only wrong in hearing and determining the case of the Respondent, but in making the orders thereof as the case of the Respondent was outside the jurisdiction of the Federal High Court.

On issue 1, learned counsel for the Respondent submitted that the law is settled that it is the claim of the plaintiff that determines jurisdiction of a Court. He submitted that the facts of the case of GODWIN & ORS. v. OKWEY & ORS. (2010) 16 NWLR (Pt. 1219) @ 309 cited by the Appellants are different from the facts of the case leading to this appeal. That in the Okwey’s case (supra), the issues had to do with the dissolution of a youth group in the Church in question without adherence to the principles of fair hearing. The case was brought before the State High Court which held that it had jurisdiction to hear it. It was upheld by the Court of Appeal and further affirmed by the Supreme Court.

He submitted that in the present case, the Respondent is challenging the takeover of the control of the Church by the Appellants in a manner not anticipated by

either the Constitution of the Church or the Companies and Allied Matters Act. He submitted that the hijack or forceful takeover of the leadership or administration of the Divine Assemblies of Christ Church on 17/11/2016 by the Appellants is the reason the Respondent took out the originating summons in order for the Court to determine whether that action was within the contemplation of the Companies and Allied Matters Act and the Constitution of the Church.

That forceful takeover was a violent assault on Section 596 (1) and (2) of the Companies and Allied Matters Act Laws of the Federation, 2004 for which the Court was approached to make a pronouncement. That none of these questions for determination can be effectively answered without reference to the Companies and Allied Matters Act which sets out in Section 596 (1), (2) and (3) that upon registration, the Respondent has become a body corporate with perpetual succession and with powers to hold property of the church in trust for it. In effect, the question placed before the trial Court by the Respondent is: who between the Respondents and the Appellants should be in control of the Divine Assemblies of

Christ Church and who should hold its property in furtherance of the Companies Act?

He referred to the provision of Section 251 (1) (e) of the 1999 Constitution (as amended) and submitted that the issue that falls to be determined is if the claims of the Respondent at the Federal High Court arose “from the operation of the Companies and Allied Matters Act ….” That in answering this question, a community reading of Sections 596, 601 and 602 of the Companies and Allied Matters Act brings within the purview of the Act such matters as the corporate status of the association upon registration, its powers to hold, acquire or transfer property, the governing body or structure of the association and the administrative and management functions thereof.

He reasoned that the determination of any question touching on any of these issues will call for interpretation of the aforesaid sections of the Companies and Allied Matters Act and the powers set out therein. He referred to the cases of GBAGI & ANOR v. OKPOKO (2013) LPELR – 20167 (CA); KOKO v. NDIC (2015) LPELR – 40401 (CA); BANKOLE & ORS v. EMIR (2012) LPELR –

19719 (CA) to buttress the position that any claim from a breach (of any duty under the Companies and Allied Matters Act) or enforcing a right thereunder will qualify as an action arising from the operation of the said Act or regulation.

He emphasized that none of the questions for determination in the originating summons could completely be determined without recourse to the Companies and Allied Matters Act or the Constitution of the association. That this squarely brought the questions within the ambit of the jurisdiction of the Federal High Court.

On the submission of the learned counsel for the Appellants that the dispute between the parties is on who have the right to appoint a General Overseer of the Church, Respondent answered that that in itself touches on the running or control of the Church and cannot be effectively determined without recourse to the Companies and Allied Matters Act or the Constitution of the church. He referred again to the case of GBAGI & ANOR. v. OKPOKO (supra) and submitted that it is a misconception to think that it is within the jurisdiction of the State High Court to entertain issues arising from the

interpretation of the Constitution of the Church.

He concluded on issue 1 that contrary to the submission of the Appellants’ counsel, the powers set out in Section 691 (1) of the Companies and Allied Matters Act are merely one instance of the jurisdiction of the Federal High Court. That Section 691 (1) is not exclusive of other instances where jurisdiction is conferred on the Court by other Sections of the Act and the Constitution.

In deciding Appellants’ issue 1, I have no doubt that the questions sought for determination in the Respondent’s/Plaintiff’s originating summons are within the exclusive jurisdiction of the Federal High Court as “arising from the operation of the Companies and Allied Matters Act…” by a community reading of Sections 251 (1) (e) of the 1999 Constitution and Sections 596, 601 and 602 of the Companies and Allied Matters Act.
This Court took the same position in the case of GBAGI & ANOR v. OKPOKO (2013) LPELR – 20167 (CA) when it stated that:
In an action involving regulating, running or management or control of companies, the Federal High Court would be vested with the

jurisdiction ….. any matter that can be decided without recourse to either the Companies and Allied Matters Act or any enactment regulating operation of companies under the said Act belongs to a State High Court.
In the same case, the Court held regarding the governing documents of a company:
Thus an action could be maintained and entertained by the Federal High Court affecting formation or winding-up of a company, memorandum and articles of association, shares and share holding, appointment, removal or change, or alteration of directors.
Also, in the case of BANKOLE & ORS. v. EMIR (2012) LPELR – 19719 (CA), Ikyegh JCA defined the words “operation” and “regulating” used in Section 251 (1) (e) of the Constitution thus:
The operative words “operation” and “regulating” in the sub-section mean the implementation or application of the provisions of Companies and Allied Matters Act by the Court towards the carrying on or managing of a company and directing influence or control over the functioning of companies incorporated under Companies and Allied Matters Act.

In this respect, learned counsel for the Respondent has ably distinguished the facts of the instant case from those of the case of GODWIN & ORS v. OKWEY & ORS (2010) 16 NWLR (Pt. 1219) 309 relied upon by the Appellants’ counsel. Indeed, in the Okwey’s case (supra), the issues had to do with the dissolution of a youth group in the Church in question, and rightly adjudicated upon by the State High Court as it has nothing to do with the operation of the Companies and Allied Matters Act and could be decided and in fact decided without recourse to Companies and Allied Matters Act or any enactment regulating operation of companies.
In the instant case, the questions for determination and the reliefs claimed by the Respondent/Plaintiff in her originating summons fall under the jurisdiction of the Federal High Court.

Issue No. 1 is resolved against the Appellants.

On issue 2, learned counsel for the Appellants submitted that the Respondent failed to prove her legal status as an incorporated body. That even though the Respondent tendered a purported certified true copy of Certificate of Incorporation, the alleged certified true copy was

different from the one the Respondent termed as photocopy of the original and was also not signed by anybody. He submitted that in law, the effect of an unsigned document even if certified is that it has no value at all. He referred to the case of OFEM v. PRESBYTERIAN CHURCH OF NIGERIA (2012) ALL FWLR 647 @ 801.

He submitted that where the legal status of a party has been challenged and put in issue, it is the duty of the party to bring convincing evidence of registration. He referred to the case of REPTICO S. A. GENEVA v. AFRIBANK (NIG.) PLC. (2013) 14 NWLR (Pt. 1373) 172 @ 211. He reasoned that the effect of the unresolved evidence of Incorporation of the Respondent is that the Respondent failed to prove that she is a juristic personality and entitled to institute the suit leading to this appeal. He referred to the case ofNDUKA v. EZENWAKU (2001) 6 NWLR (Pt. 709) 494 @ 511.

He concluded that the trial Court was wrong in holding that the Respondent despite the conflicting evidence of registration was a proper legal person.

In response to issue 2, learned counsel for the Respondent referred us to page 9 of the record of appeal to say that

Exhibit JJU1; the certified true copy of the Respondent’s Certificate of Incorporation, has the inscription “For REGISTRAR GENERAL” and the name “J. K. AHMADU-SUKA” boldly written in authentication of the document. He referred to the case of MICHMERAH INT. LTD. v. NIG. INT. BANK LTD. (2015) LPELR – 25768 and submitted that requirement of signature was met by Exhibit JJU1.

He submitted that the sets of documents used in the suit resulting in this appeal are certified true copies duly certified as authentic by the Corporate Affairs Commission. He submitted that the set of documents from the earlier suit are not so certified and do not pretend to be the authentic registration documents of the Church. He reiterated that the Respondent is fully registered with the Corporate Affairs Commission under Part C of the Companies and Allied Matters Act and that Exhibit JJU1 and JJU2 are its Registration Certificate and Constitution respectively.

Appellant’s issue No. 2 is not well founded. At page 9 of the record is Exhibit JJU1, the certified true copy of the Respondent signed by J. K. AHMADU-SUKA for Registrar General.

In relation to issue 2, the cases of REPTICO S. A. GENEVA v. AFRIBANK (NIG.) PLC. (supra) and OFEM v. PRESBYTERIAN CHURCH OF NIGERIA (supra) citied by the learned counsel for the Appellants are no longer of relevance or of any moment. Having tendered Exhibit JJU1, the Respondent has discharged the evidential burden of proving incorporation and the burden of showing that Exhibit JJU1 may not be genuine or authentic lies with the Appellants.

Issue 2 is resolved against the Appellants.

On issue no. 4, learned counsel for the Appellants submitted that salient issues arising from the admitted facts as per the alleged Constitution of the Respondent are as follows:
1. That there is no president in the Divine Assemblies of Christ Church, Nigeria after the death of the former president, so no valid meeting of the Church can be summoned by the Respondent.

That only one person is presently functioning as the Trustees of the Respondent and therefore not competent to constitute a valid board of the Respondent.
3. That the Respondent even if were to be up to 3 members cannot take any binding decision in the Church as they are not up to 2/3 of the Board of 6 members.
4. That the Respondent as constituted is not competent to manage the affairs of the divine Assemblies of Church, Nigeria.

He submitted that the above stated facts are different from the issues of legal personality of the Respondent but have to do with the competence of the existing trustees of the Respondent to manage the affairs of the Respondent in view of the operational constitution of the Respondent, that is Article II (5) and (e) of Exhibit JJU2.

He submitted that the authority of OKATTA v. REGISTERED TRUSTEES OF ONITSHA SPORT CLUB (2008) 13 NWLR (Pt. 1105) 632 and others cited by the learned trial judge of the Federal High Court on the issue of sole trusteeship have no relevance in the instant case. This, he said is so because, the issue has nothing to do with its corporate identity but with the capacity to summon a meeting of the

Church and manage the affairs of the Respondent in view of the drastic reduction of the number of trustees of the Respondent below the minimum authorized to function by the alleged Constitution of the Respondent.

He concluded that the trustees of the Respondent as presently constituted are not competent to manage the affairs of the Church as the Respondent cannot summon any meeting for the purpose of managing its affairs and or taking account if any from the Appellants.

Learned counsel for the Respondent submitted that the position taken by the Appellants’ counsel is a complete misconception of the law. He referred to the provision of Section 596 (1) of the Companies and Allied Matters Act which states:
From the date of their registration, the trustee or trustees shall become a body corporate by the name described in the certificate and shall have perpetual succession….

Respondent’s counsel further referred to the Black’s Law Dictionary (7th Edition) at page 1445 which defines “perpetual succession” as “the continuation of a corporation’s legal status despite changes in ownership or

management” or “the continuous succession of a corporation despite changes in shareholders and officers for as long as the corporation legally exists.

He submitted that put in other words, the death, incapacitation or unavailability of one or more of the trustees does not affect the legal personality or capacity of the association or as in this case, the Church. He reasoned that the absence or incapacitation or physical absence of one or more individual trustees does not affect the legal competence of the Respondent which is clothed with perpetual succession.

This, he said is because the laws recognise a difference between the individual persons who are trustees and the corporate body. He referred to the case of OKATTA v. REGISTERED TRUSTEES OF THE ONITSHA SPORTS CLUB (2008) 13 NWLR (Pt. 1105) 632 and concluded that nothing in this case has affected the competence of the Respondent to manage the affairs of the Church, or to receive account from members of or officers of the Church, including the Appellants.

In deciding issue no. 4, learned counsel for the Appellants seems to be mixing up the facts of the numbers of trustees

physically on ground to manage the affairs of the company and the legal status invested on the Respondent by its corporate personality to possess perpetual succession irrespective of the number(s) of trustees physically available to manage the affairs of the company.
By the provisions of Sections 596 and 602 of the Companies and Allied Matters Act, it is evident that the Act recognised the possibility or existence of a sole trustee in the event of demise or incapacitation of other trustees. This shows that the trustees have a separate personal legal entity from the corporate body and the administration of the affairs of the body is not dependent on the personal status of the trustees but on the separate and distinct life of the incorporated body.
Thus, where one trustee survives the other appointed with him, he remains the sole trustee that is the sole corporate. The legal personality of the association or body lies in him, he becomes the sole determinant on all issues for which the Law reserves a decision or action for the trustee. See CHIEF JAMES EGBUSON & ORS v. JOSEPH IKECHUKWU (1977) ALL NLR 194, 203; OKATTA v. REGISTERED TRUSTEES OF THE ONITSHA SPORTS CLUB

(2008) 13 NWLR (Pt. 1105) 632.

In the instant case, the learned trial judge was right to have held that the Respondent as constituted is competent to manage the affairs of The Divine Assemblies of Christ Church, Nigeria, or receive account from the Appellants.
Issue no. 4 is resolved against the Appellants.

In this appeal, the Appellants nominated four issues for determination. Issue no. 3 was declared irrelevant and incompetent as it was not supported by any ground of appeal.

Issues 1, 2 and 4 are resolved against the Appellants.

Having resolved issues 1, 2 and 4 against the Appellants, the appeal is devoid of merit and it is accordingly dismissed.
Parties to the appeal are to bear their respective costs.

JAMES SHEHU ABIRIYI, J.C.A.: I read in advance in draft the judgment just delivered by my learned brother, Mojeed Adekunle Owoade, JCA and I agree that the appeal is unmeritorious and should be dismissed. For the detailed reasons in the judgment, I too dismiss the appeal.

I abide by all other orders in the judgment including the order as to costs.

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MUHAMMED LAWAL SHUAIBU, J.C.A.: I have had the benefit of reading in draft the lead judgment of my learned brother, Mojeed A. Owoade, JCA. I agree entirely with the reasoning and conclusion reached. The appeal lacks merit and it is accordingly dismissed by me.

Appearances:

OBONG U. S. UDOH, ESQ. For Appellant(s)

ANIEKAN AKPAN, ESQ. For Respondent(s)