➥ CASE SUMMARY OF:
Goodwill & Trust Investment Ltd & Anor vs Witt & Bush Ltd (2011) – SC
by PipAr Chima
Supreme Court – SC. 266/2005
➥ JUDGEMENT DELIVERED ON:
Thursday, March 24, 2011
➥ AREA(S) OF LAW
Certificate of Incorporation;
➥ NOTABLE DICTA
⦿ APPEAL COURT: WHERE FURTHER EVIDENCE WILL BE NECESSARY
A situation where further evidence will be necessary arises only when the evidence relevant to the issue in controversy to determine an issue and ensure substantial justice is absent and deplete from the proceedings. This court or the court below does not ordinarily go out of its way to fish for evidence to fill a vacuum that does not exist in a case, just to satisfy a party, when in fact all the pleadings and evidence, that are necessary material are already part of the record of proceedings before it. – Mukhtar JSC.
⦿ NO JURISDICTION, COURT CANNOT DECIDE
It is a cardinal principle of law that jurisdiction is fundamental to the determination of a suit, as unless a court is competent, it cannot exercise jurisdiction over a suit to the extent of deciding on it. – Mukhtar JSC.
⦿ WHEN IS A COURT COMPETENT
A court is competent when:- (a) It is properly constituted as regards numbers and qualification of members of the bench that no member is disqualified by one reason or another. (b) The subject matter of’ the action is within its jurisdiction and there is no feature in the case which prevents the court from exercising its jurisdiction. (c) Proper parties are before the court. (d) The action is initiated by due process of law and upon fulfillment of any condition precedent to the exercise of its jurisdiction. – Adekeye, J.S.C.
⦿ COURT LACKS JURISDICTION WHERE THERE ARE NO PROPER PARTIES
It is trite law that for a court to be competent and have jurisdiction over a matter, proper parties must be identified. Before an action can succeed, the parties to it must be shown to be the proper parties to whom rights and obligations arising from the cause of action attach. The question of proper parties is a very important issue which would affect the jurisdiction of the court as it goes to the foundation of the suit in limine. Where proper parties are not before the court then the court lacks jurisdiction to hear the suit. – Adekeye, J.S.C.
⦿ CERTIFICATE OF INCORPORATION ESTABLISHES CORPORATE STATUS
It has averred that it is a registered Company under the laws in Nigeria, it was incumbent on it to produce and exhibit the certificate of incorporation. The law is that where the legal personality of incorporated company is called into question and issue joined thereon, the onus is on the party claiming the status of juristic person derived from such incorporation to establish it and the corporate status of a body is established by the production of its certificate of incorporation. By Section 36 (6) of the Companies and Allied Matters Act Cap 59 Laws of the Federation 1990 only a Certificate of Registration or incorporation of a Company or Association is prima facie evidence of incorporation of such Company or Association. – Adekeye, J.S.C.
⦿ REGISTRAR-GENERAL IS TO CERTIFY CERTIFICATE OF INCORPORATION
From the foregoing it goes without saying that certification shall be done by the Registrar-General of Companies at the Corporate Affairs Commission. Any Certified True Copy which had passed through the foregoing process shall be of equal validity with the original Certificate of Incorporation. Exhibit A however was certified at the Lagos State High Court Ikeja Division. The Registrar of Ikeja High Court is not the officer having custody of the original Certificate of Incorporation of the 1st plaintiff/appellant. He is not competent in the circumstance to certify a copy of Certificate of Incorporation issued by the Corporate Affairs Commission. The appellants have failed to prove that the 1st plaintiff/appellant is a juristic person. – Adekeye, J.S.C.
Goodwill & Trust Investment Ltd.
Johnson Omoniyi Ashaolu Witt & Bush Ltd.
➥ LEAD JUDGEMENT DELIVERED BY:
M. Mukhtar, J.S.C.
⦿ FOR THE APPELLANT
E. Ezeuko JNR.
⦿ FOR THE RESPONDENT
C.O. Aduroja Esq.
➥ CASE HISTORY
The plaintiffs’ claim against the defendant at the trial court are as follows, as per the statement of claim: – “(i) The sum of N567,941.60k being contractual lease sum on rental of 250 KVA Rolls Royce Power generating set for 85 days from 8th June, 1998 to 31st August, 1998 and banking charges of Nl,275.00 on Defendants dishonored cheques No. 303 and 304 dated June, 1998 and June, 1998 respectively.
Parties adduced evidence, and the learned trial judge after evaluating same entered judgment in favor of the plaintiffs, but not in the sums claimed, but with certain variations under each head of damages claimed. The defendant was not satisfied with the judgment, so it appealed to the Court of Appeal, which allowed the appeal, and found thus:-“The trial court has no competence to entertain the suit for want of competent plaintiff. The appeal being meritorious is allowed. The judgment of the court below is set aside and the plaintiffs suit is hereby struck out with N5,000.00 costs to the appellant.”
The plaintiffs have now appealed to this court on five grounds of appeal against the decision of the Court of Appeal.
➥ ISSUE(S) & RESOLUTION
I. Whether the Certificate of Incorporation of the Appellant is admissible, thereby giving the Appellant a juristic personality?
I.A. By virtue of Section 36 supra, a Certificate of Incorporation is a proof that a company has been registered, and by virtue of Section 634, the certification of such document should be by the commission, which is contrary to the position in the instant case, where Exhibit ‘A’ was certified by the High Court. In this respect, Exhibit ‘A’ was an inadmissible evidence, which should not have been relied upon, or given any probative value whatsoever. Although its admissibility was not objected to, one has to bear in mind the fact that at the time of tendering Exhibit ‘A’, the defendant/respondent was not represented in court. That however, does not estop the defendant from raising the objection that it was not admissible, later and should not be relied upon.
I.B. That, the plaintiff had to prove, and in doing so he tendered a copy of the Certificate of Incorporation, which was inadmissible. Towards this burden placed on the plaintiffs by the law, they failed woefully. That he took the original certificate of registration to court, and said, ‘this is its original Certificate of Incorporation is neither here nor there. He may have taken what he claims to be the original certificate to court, but it is not on record that the learned trial judge looked at the content, as it is not so recorded in the record of proceedings. Even if the learned trial judge recorded that she saw it, the fact that it was not part of the evidence in the court below, makes that single act of taking it to court inconsequential. The heavy weather made of this act of taking the said original certificate of incorporation to court by the learned counsel for the appellant is of no significance, and does not deserve the stress.
➥ MISCELLANEOUS POINTS
➥ REFERENCED (STATUTE)
Sections 36(6), 634(1), Company and Allied Matters Act 1990.
➥ REFERENCED (CASE)
➥ REFERENCED (OTHERS)