PASTOR EMMANUEL JOVI AGBROKO & ANOR V. THE DIVINE CHURCH OF GOD & ORS
(2013)LCN/6273(CA)
In The Court of Appeal of Nigeria
On Friday, the 7th day of June, 2013
CA/B/205/2002
RATIO
JURISDICTION: COMPETENCE OF AN ACTION
Jurisdiction is the soul of an action in court. It is indeed the blood that gives life to the survival of an action in court of law and without jurisdiction, the action will be like an animal that has been drained of its blood. It will cease to have life and any attempt to resuscitate it without infusing blood into it would be an abortive exercise-per His Lordship, Bello CJN (now of Blessed memory) in Chief Utuedor Utih & Ors V. Jacob U. Onoyivwe & Ors. (1991) 1 SCNJ 25 at 49. Hence, the criticality and paramountcy of jurisdiction, in an action in a court of law cannot be over-emphasised. Therefore, being a threshold matter and fundamental to adjudication, where a court does not possess the vires, the jurisdiction to entertain a matter, but goes ahead to do so, albeit a well conducted proceedings, it will be tantamount to an exercise in futility and counter-productive as the entire proceedings would be declared a nullity by a higher court. Goldmark V. Ibafon (2012) 3 SCNJ (pt.II) 565 at 597; Fed. Airports Authority of Nig. V. Nwoye (2012) 16 WRN 154 at 184; Madukolu V. Nkemdilim (2001) 46 WRN 1 or (1962) 1 All NLR (pt. 1) 587; Okoya V. Santili (1990) 2 NWLR (pt.131) 172 or (1990) 3 SC (pt.II) 1; Bronik Motors Ltd. & Anor. V. Wema Bank Ltd. (1983) 1 SCNLR 296 or (1983) 6 SC 158.PER TOM SHAIBU YAKUBU, J.C.A.
JUSTICES:
SIDI DAUDA BAGE Justice of The Court of Appeal of Nigeria
AYOBODE OLUJIMI LOKULO-SODIPE Justice of The Court of Appeal of Nigeria
TOM SHAIBU YAKUBU Justice of The Court of Appeal of Nigeria
Between
1. PASTOR EMMANUEL JOVI AGBROKO
2. MR. JOHN S. ESHABUKO – Appellant(s)
AND
1. THE DIVINE CHURCH OF GOD
2. APOSTLE SIMEON O. EBAHOR
3. PASTOR JONAH E. EDARIESE
4. BRO. DAVID A. ONOJAME – Respondent(s)
TOM SHAIBU YAKUBU, J.C.A. (Delivering the Leading Judgment): The 1st Respondent is a Christian religious organisation whilst the 2nd-4th Respondents are Registered Trustees of the 1st Respondent. The 1st appellant is also a Registered Trustee of the 1st Respondent whilst the 2nd appellant is a member of the 1st Respondent.
The Respondents as plaintiffs, on 30th August, 2001 took out a writ of summons which was filed at the High Court of Justice, Ugheli, Delta state, against the appellants, as defendants. The endorsement on the writ of summons says:
“The 2nd-4th plaintiffs are Registered Trustees of the 1st plaintiff, a Christian religious organization dedicated to the preaching of the saving gospel of Jesus Christ. The 1st Defendant is a Registered Trustee of the 1st plaintiff and pastor of its Ugheli Branch within the jurisdiction of this Honourable court where the 2nd Defendants worship as member. Sometime in July, 2001, the Defendants instigated and led some misguided members of the Ugheli Branch of the 1st plaintiff to declare themselves autonomous and seized the properties of the 1st plaintiff in their possession contrary to the express provision of the Constitution of the 1st Plaintiff.
WHEREFORE the Plaintiffs claim against the Defendants jointly and or severally as follows:
I. A DECLARATION that the Defendants, having broken away from the 1st Plaintiff are not entitled to keep and retain properties of 1st plaintiff in their Possession.
II. AN ORDER compelling the Defendants by themselves, their cohorts, followers, supporters, agents, servants and privies to surrender and deliver to the Plaintiffs all properties of the 1st Plaintiff in their possession.
III. AN ORDER OF PERPETUAL INJUNCTION restraining the Defendants, supporters, agents, servants and privies from further worshiping at the headquarters or any of the branches of the 1st Plaintiff or using any of its properties.
Dated at Warri this 22nd day of August, 2001”
The appellants, on receipt of the said writ of summons and having filed their memorandum of appearance, filed a motion on notice, which prayed for an order:
“Striking out this suit on the grounds that this Honourable Court lacked the jurisdiction to entertain same”
The said application was argued by learned counsel to the parties. In his ruling, the learned trial judge, dismissed the application, to the effect that it had the jurisdiction to entertain the respondents’ claim. This appeal is against that decision of the learned trial judge.
The appeal was anchored on two grounds of appeal. The appellants, in prosecuting the appeal filed their brief of argument dated 5th October, 2006 which was settled by Chief E. L. Akpofure, SAN on 10th October, 2006 and the same with the leave of this court sought and obtained, was deemed filed on 11th June, 2010. In it, a sole issue for determination was distilled from the two grounds of appeal. It is whether having regard to the reliefs claimed by the respondents, the lower court has jurisdiction to entertain the matter.
The respondents’ brief of argument which was settled by E. P. Akpoguma, Esq., of counsel, and dated 23rd February, 2009 was with the leave of this court sought and obtained, deemed filed on 4th April, 2011. A sole issue for determination was identified by learned counsel for the respondents thus:-
“Having regard to the endorsement on the writ of summons, whether the State High Court lacks the jurisdiction to entertain the matter.”
The issues identified by the parties are saying the same thing, in different ways. I adopt the issue as formulated by the appellants for the determination of this appeal, accordingly.
It is the submission of learned senior counsel to the appellants that in order to determine the jurisdiction of the court below to entertain the claim, it is the reliefs as endorsed in the writ of summons, that would be perused. He relied on Ikine v. Edjerode (2002) FWLR (pt.92) 1775 at 1811; Adeloye V. Oviolola (1999) 4 NWLR (Pt.598) 273 at 280. Learned senior counsel also submitted that it is only a registered organization/body under the Companies and Allied Matters Act (CAMA) that can acquire or own properties as a corporate personality. He placed reliance on Registered Trustees, P.A.W.I. v. Registered Trustees, A.P.C.C. (2003) FWLR (pt.150) 1795 at 1815.
It is the contention of the learned senior counsel to the appellants that the 1st respondent, being a corporate body, with registered trustees under Section 679(1) of the Companies and Allied Matters Act, Cap. 59 Laws of the Federation of Nigeria, 1990 read together with Section 679(2) of the same Act, 1990 has been conferred with the power to hold and acquire property for the benefit of the organization. He relied on Adegoke V. Ona Iwa Mimo C & S. (2000) FWLR (pt. 28) 2136 at 2149; Anyaegbunam V. Osaka (2000) FWLR (pt.27) 1942 at 1950; Opara v. Regd. Trustees C.M.Z.C. (2004) FWLR (pt.190) 1419 at 1431.
Furthermore, it is learned senior counsel’s submission that the administration and/or application of the properties of the 1st respondent, having been registered under Part C of CAMA and issued with a certificate, is governed by Section 686 of CAMA. Learned Senior counsel therefore contended that by virtue of the reliefs claimed by the respondents which center on the 1st respondent’s properties, the said suit can only be determined on the full application of the provisions of Part C of CAMA, hence the suit is caught by S. 251(1) (e) of the 1999 Constitution of the Federal Republic of Nigeria. Learned senior counsel referred to the decision of the learned trial judge at page 14 lines 23 – 28 of the record of appeal and faulted it because according to him, the reliefs claimed by the respondents are not tied to the constitution of the 1st respondent and the learned trial judge lacks the vires to recast the reliefs as presented by the 1st respondent. He placed reliance on Olatunji V. Owena Bank (Nig) Plc (2003) FWLR (pt.158) 1215 at 1225; Joe Golday Co. Ltd v. C.D.B. Plc (2003) FWLR (pt.153) 376 at 393. He therefore insisted that S.251 (1) (e) of the 1999 Constitution divested the court below of the jurisdiction to entertain the respondents’ claim which are entirely based on the operations and interpretation of the Companies and Allied Matters Act (CAMA) 1990. He placed reliance on Yalaju-Amaye V. A.R.E.C. Ltd (1990) 4 NWLR (pt. 145) 422 at 441 – 442; Tanarewa Nig Ltd V. Plastifarm Ltd (2003) FWLR (pt.185) 469 at 483 – 484.
Chief Akpofure, SAN contended that since none of the reliefs claimed by the respondents is with respect to compliance with the 1st respondent’s constitution, it was wrong of the learned trial judge to have concluded that it is the State High Court and not the Federal High Court, which has the jurisdiction to entertain and determine the respondents’ claim. He referred to SS.6(1) (4) (c) 6(b) and 251 (1) of the 1999 Constitution of the Federal Republic of Nigeria and urged that the lone issue for determination, be resolved in favour of the appellants.
On his part, respondents’ learned counsel submitted that in determining the jurisdiction, it is the plaintiffs’ claim as endorsed in the writ of summons in this case, that vests jurisdiction on the court. He relied on Savanna Bank of Nigeria V. Pan Atlantic Shipping and Transport Agencies Ltd. & Anor. (1987) 1 SC 198 at 266; Chief Ohworvwiogor Ikine & 3 Ors V. Chief Olori Edjerode & 5 Ors (2002) 1 SCM 124 at 151; Aladegbemi V. Fasanmade (1988) 3 NWLR (pt.81) 129.
It is the contention of respondents’ counsel that the complaint of the respondents centers on the breach of the 1st respondent’s constitution by the appellants’ various occupation and confiscation/illegal withholding of the 1st respondent’s properties. Therefore, according to learned counsel, there is no incident of the respondents’ claim that calls for the interpretation of S. 251(1) (e) of the 1999 Constitution.
Respondents’ learned counsel, furthermore submitted that in construing Section 251(1) of the 1999 Constitution, the claim of the respondents must be looked at alongside with the said S.251(1) of the 1999 Constitution which is in pari materia with Section 230(1) of the 1979 Constitution. He placed reliance on National Electric Power Authority V. Edegbero & 15 Ors. (2002) 13 SCM 78 at 89. He insisted that it is the State High Court which has the jurisdiction to entertain the respondents’ claim. He urged that the lone issue for determination be resolved for the respondents. Resolution of sole issue:
Jurisdiction is the soul of an action in court. It is indeed the blood that gives life to the survival of an action in court of law and without jurisdiction, the action will be like an animal that has been drained of its blood. It will cease to have life and any attempt to resuscitate it without infusing blood into it would be an abortive exercise-per His Lordship, Bello CJN (now of Blessed memory) in Chief Utuedor Utih & Ors V. Jacob U. Onoyivwe & Ors. (1991) 1 SCNJ 25 at 49. Hence, the criticality and paramountcy of jurisdiction, in an action in a court of law cannot be over-emphasised. Therefore, being a threshold matter and fundamental to adjudication, where a court does not possess the vires, the jurisdiction to entertain a matter, but goes ahead to do so, albeit a well conducted proceedings, it will be tantamount to an exercise in futility and counter-productive as the entire proceedings would be declared a nullity by a higher court. Goldmark V. Ibafon (2012) 3 SCNJ (pt.II) 565 at 597; Fed. Airports Authority of Nig. V. Nwoye (2012) 16 WRN 154 at 184; Madukolu V. Nkemdilim (2001) 46 WRN 1 or (1962) 1 All NLR (pt. 1) 587; Okoya V. Santili (1990) 2 NWLR (pt.131) 172 or (1990) 3 SC (pt.II) 1; Bronik Motors Ltd. & Anor. V. Wema Bank Ltd. (1983) 1 SCNLR 296 or (1983) 6 SC 158.
I do not hesitate to agree with Chief Akpofure, the learned SAN., for the appellants and Mr. Akpoguma, learned counsel to the respondents, on the authorities relied upon by each of them, to the effect that in determining the question of jurisdiction of a court to entertain an action before it, it is the reliefs in the plaintiff’s claim or the endorsement on the writ of summons where the action is commenced by a writ, that is examined. Merill v. Worldgate (2012) 3 SCNJ (Pt.II) 639 at 552; UBA Plc V. BTKL Industries Ltd. (2006) 19 NWLR (pt.1013) 61 at 103; Nika V. Lavina (2008) 7 SCNJ 72 at 85; Tukur V. Government of Gongola State (1989) 4 NWLR (pt.117) 517 at 671; Adeyemi V. Opeyori (1976) 1 NMLR 149.
Having considered the contentious submissions of learned counsel for the respective parties, it is expedient that my inquiry in determining the sole issue for determination in this appeal, must begin with Section 251 (1) (e) of the Constitution of the Federal Republic of Nigeria, 1999. It provides, inter alia:
“S.251(1) Notwithstanding anything to the contrary contained in this Constitution and in addition to such other jurisdiction as may be conferred upon it by an Act of the National Assembly, the Federal High Court shall have and exercise jurisdiction to the exclusion of any other court in civil causes and matters –
(a) …
(b) …
(c) …
(d) …
(e) Arising from the operation of the Companies and Allied Matters Act or any other enactment replacing that Act or regulating the operation of companies incorporated under the Companies and Allied Matter Act.”
The provisions of Section 251(1) (e) of the 1999 Constitution reproduced above is clear and unambiguous. It does not require any interpretation. It is written in simple English language and therefore must be given its simple grammatical meaning. Federal Univ. of Technology (FUTY) Yola V. A.S.U.U. (2013) 1 NWLR (pt. 1335) 249 at 278 or (2011) 52 WRN 51 or (2012) ALL FWLR (Pt. 643) 1852; C.C.C.T.C.S. Ltd v. Ekpo (2008) 6 NWLR (pt.1083) 362 or (2008) 2 SCNJ 307; Nigerian Army V. Brig. General Mande Aminu Kano (2010) 1 SCNJ 250; Amalgamated Trustees Ltd. V. Association of Discount Houses Ltd. (2007) 15 NWLR (pt.1056) 118 at 156.
The intendment and meaning of Section 251(1) (e) of the 1999 Constitution, is that in all civil causes and matters emanating or having to do with operation of the Companies and Allied Matters Act (CAMA), it is the Federal High Court that has the exclusive jurisdiction to hear and determine such civil causes and matters. And if there is any other enactment replacing CAMA, in any civil cause and matter with respect to the operation of such enactment, it is the Federal High Court, that has the exclusive jurisdiction to hear and determine such civil cause and matter. Furthermore, in any civil cause and matter having to do with regulating the companies incorporated under CAMA, it is only the Federal High Court, that has the exclusive jurisdiction to hear and determine such civil causes and matters. Undeniably, the 1st respondent, is body corporate with registered trustees who were so registered under Part C of the Companies and Allied Matters Act, (CAMA) Cap. 59, Laws of the Federation of Nigeria (LFN), 1990.
Section 679 (1) (2) & (3) of CAMA is instructive. It Provides that:
“S.679(1) 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 and a common seal, and power to sue and be sued in its corporate name as such trustee or trustees and subject to Section 685 of this part of this Act to hold and acquire, and transfer, assign or otherwise dispose of any property or interests therein belonging to, or held for the benefit of such association, in such manner and subject to such restrictions and provisions as the trustees might without incorporation, hold or acquire, transfer, assign or otherwise dispose of the same for the purposes of such community, body or association of persons.
(2) The certificate of incorporation shall vest in the body corporate all property and interests of whatever nature or tenure belonging to or held by any person in trust for such community, body or association of persons.
(3) A certificate of incorporation when granted shall be prima facie evidence that all the preliminary requirements herein contained and required in respect to such incorporation have been complied with, and the date of incorporation mentioned in such certificate shall be deemed to be the date on which incorporation has taken Place.”
The effect of the registration of the trustees of the 1st respondent and the issuance of the certificate of incorporation to her as a body corporate, by CAMA, is that the said registered trustees have the power to sue and be sued in its corporate name. The registered trustees also have the power to hold and acquire property for the benefits of the association, that is the corporate body like the 1st respondent which was incorporated under Part C of CAMA, 1990. Adegoke v. Ona Iwa Mimo C & S (2000) FWLR (pt.28) 2136; Opara v. Registered Trustees C.M.Z.C (2004) FWLR (pt.190) 1419.
Now to the reliefs claimed by the respondents as endorsed on the writ of summons dated 22nd August, 2001 and issued out by the respondents on 30th August, 2001. It has been reproduced earlier in this judgment. It is clear and crystal to me that the three reliefs have something to do with the retention, surrender and usage of the properties of the 1st respondent, which are allegedly in the possession of the appellants.
Relief i – is to declare that the appellants are not entitled to keep and retain the properties of the 1st respondent in their possession since the former have broken away from the latter.
Relief ii – is for an order which shall compel the appellants and their followers, cohorts, supporters, agents and servants/privies to surrender and deliver up to the 1st respondent all of her properties in the possession of the appellants.
Relief iii – prays for an order to perpetually restrain the appellants, their supporters, servants, agents/privies from worshiping at the 1st respondent’s headquarters or branches or using any of the 1st respondent’s properties. That is the precis or resume of the reliefs claimed by the respondents at the court below.
In the light of the foregoings, where the reliefs claimed by the respondents center mainly on the properties of the 1st respondent allegedly, in the possession of the appellants and with a community reading of Section 251 (1) (e) of the 1999 Constitution vis-a-vis Sections 679 (1) (2) and 686(1) & (3) of the Companies and Allied Matter Act, (SAMA) 1990, I am of the considered and firm opinion that it is the Federal High Court that has the exclusive jurisdiction to hear and determine the respondents’ claim against the appellants. Therefore, since the three reliefs claimed by the respondents at the court below are mainly predicated on the operations and interpretation of the Companies and Allied Matters Act (CAMA) 1990, under which the trustees of the 1st respondent were registered as a corporate body, it is the Federal High Court and not the State High Court, such as the court below, that has the exclusive jurisdiction to hear and determine the respondents’ claim because the said reliefs cannot be determined without recourse to the provisions of CAMA, 1990. Federal Mortgage Bank of Nigeria V. NDIC (1999) 2 SCNJ 59 or (1999) 2 NWLR (pt.591) 333; Ali V. CBN (1997) 4 NWLR (pt.498) 192; Tanarewa Nig Ltd. V. Plastifarm Ltd (2003) FWLR (pt.185) 469 at 483 – 484 or (2003) 1 WRN 38; Yalaju-Amaye v. Association of Registered Engineering Contractors (A.R.E.C) (1990) 4 NWLR (pt.145) 422 at 441 – 442 (SC) or (1990) 6 SCNJ 149.
It remains for me to say a word with respect to the conclusion by the learned trial judge that the respondents’ cause of action is the breach of the 1st respondent’s constitution by the appellants and therefore he had the jurisdiction to hear and determine the respondents’ claim. That position could have been so, if the respondents did not bother to register her trustees as a corporate body under Part C of the Companies and Allied Matter Act (CAMA) 1990. Then the 1st respondent would have been no more than an unincorporated body. However, the 1st respondent having gone through the processes of incorporation and her trustees were duly registered whereby it was issued with a certificate of incorporation, the 1st respondent, thenceforward no longer wore the garb of a local church organization but a national religious organization. Furthermore, the 1st respondent’s constitution acquired its efficacy by virtue of Sections 673 and 674 of the Companies and Allied Matters Act (CAMA) 1990; which provide, inter alia:
“PART C – INCORPORATED TRUSTEES
673. (1) where one or more trustees are appointed by any community of persons bound together by custom, religion, kinship or nationality or by any body or association or persons established for any religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose, he or they may, if so authorized by the community, body or association (hereinafter in this PART of this Act referred to as “the association”) apply to the Commission in the manner hereafter provided for registration under this PART of this Act as a corporate body.
674. (1) Application under section 673 of this Act shall be in the form prescribed by the commission and shall state –
(a) the name of the proposed corporate body which must contain the words “Incorporated Trustees of ….”,
(b) the aims and objects of the association which must be for the advancement of any religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose, and must be lawful;
(c) the names, addresses and occupations of the secretary of the association, if any.
(2) There shall be attached to the application –
(a) two printed copies of the constitution of the association;
(b) duly signed copies of the minutes of the meeting appointing the trustees and authorizing the application, showing the people present and the votes scored;
(c) the impression or drawing of the proposed common seal.
(3) The application shall be signed by the person making it.
(4) The commission may require such declaration or other evidence on verification of the statements and particulars in the application, and such other particulars, information, and evidence, if any, as it may think fit.
(5) If any person knowingly makes any false statement or gives any false information for the purpose of incorporating trustees under this PART of this Act, he shall be guilty of an offence and liable on conviction to imprisonment for one year or to a fine of N100.” Indeed, without the verification and acceptance of the 1st respondents constitution by the Corporate Affairs Commission by virtue of its provisions, the trustees of the 1st respondent could not have been registered and invariably the 1st respondent would not have been issued with a certificate of incorporation as a corporate body, with the power to sue and be sued and also acquire and hold properties. Therefore, the constitution of the 1st respondent cannot be determined in the respondents’ action in isolation. It must be construed and determined along with the provisions of Part C of CAMA under which the 1st respondent was incorporated, as discussed earlier in this judgment.
In sum, I resolve the sole issue for determination in favour of the appellants. The appeal has merits. It is accordingly allowed. The ruling of the Ugheli High Court of 19th February, 2002 in suit No.UHC/130/2001 is set aside.
In order to do substantial justice with respect to this matter, I am of the considered opinion that this is an appropriate situation for me to invoke my powers under Section 15 of the Court of Appeal Act Cap. C. 36, Laws of the Federation of Nigeria, 2004 in order to save the respondents’ action. I therefore invoke the said Section 15 of the Court of Appeal Act, 2004 and in so doing, I exercise the powers which the court below would have exercised under Section 22(3) of the Federal High Court Act, Cap. 134 Laws of the Federation, 1990; by not striking out the respondents’ action for want of jurisdiction. Instead, the respondents’ action is ordered as transferred to the Federal High Court, Warri, Delta State for hearing and determination.
Each side to bear own costs.
SIDI DAUDA BAGE, J.C.A.: I read in draft the lead Judgment of my learned brother T. S. YAKUBU JCA, I am in complete agreement. The sole issue in this appeal for determination is also resolved by me in favour of the Appellants. The appeal has merit, and thus also allowed by me.
I abide by the consequential order contained in the lead Judgment including that as to costs.
AYOBODE OLUJIMI LOKULO-SODIPE, J.C.A.: I have had the privilege of reading in draft the lead Judgment prepared by my learned brother, TOM SHAIBU YAKUBU, JCA. I am in complete agreement with his lordship’s reasoning and conclusions.
I agree that the appeal is meritorious and it is hereby allowed in the same manner as set out in the lead judgment. Furthermore, I abide by the orders, including that relating to costs, as made in the lead judgment.
Appearances
Chief E. E. Esosuakpo For Appellant
AND
E. P. Akpoguma, Esq. For Respondent
