Commercial Law Index

This case concerned the appellant's entitlement to notice of meeting prior to removal as company director. The appellant claimed relief for a declaration that his purported dismissal was a repudiatory breach of his contract of employment and that he was denied the right to a notice meeting pursuant to sections 236, 262 and 266 of Companies and Allied Matters Act (CAMA).

The counsel for the respondent contended that against the background of the appellant's contention the trial court had no jurisdiction to entertain the complaint. Given the above claim of the appellant, he should have approached the Federal High Court for the resolution of his complaint of the breaches and not the trial court.

This court held that the dismissal of the appellant was not lawful because of lack of due process. However, the trial court below lacked jurisdiction and since the trial court lacked the jurisdiction to enter the matter, the lower court, equally, lacked the jurisdiction to deal with the appeal before it. Thus, the appeal was found to be unmeritorious and was struck out for want of jurisdiction.

This was an appeal against the decision of the Court of Appeal to strike out the appellant’s appeal on the ground that it only paid a fraction of the filing fee. 

The respondents had filled an action claiming monetary compensation for a diesel spill from the appellant's facility which polluted the respondents’ water. The appellant admitted the spillage and judgment was passed against it. On appeal it paid N200 instead of N5000 to file documents into the registry. The respondents urged the court to dismiss the appeal on the basis of this and other irregularities. The appeal arose from an attempt by the appellant to regularise the payment of fees prior to the filing of the appeal but this was dismissed as incompetent due to payment of inadequate fees.
 
The court considered whether the lower court was right to strike out the appeal. It observed that a discretionary decision based on a principle that inadequate filing fees was fatal to an appeal was a wrong exercise of discretion. The court differentiated non-payment of fees from payment of inadequate fees. It held that a court of law could not allow the provisions of an enactment to be read in a way that would deny citizens access to court, thereby denying a litigant access to justice. It found that the lower court’s striking out of the appeal denied the appellant access to court.

Accordingly, the appeal was upheld and the appellant ordered to pay the correct fees.

The matter involved an appeal over a decision made about a contractual dispute between the appellant and the respondent.

The first issue was whether the trial court had jurisdiction to consider a contractual matter between an individual banker and his bank. The court engaged with the interpretation of the relevant constitutional provision (s 251(1)(d)) as given by the Supreme Court and established that it granted concurrent jurisdiction between federal and state High Courts in customer-bank matters. The court reasoned that the provision is an exception to the exclusive jurisdiction enjoyed by federal courts. It concluded that the trial court had jurisdiction, though concurrent, to decide the matter at issue.

The second issue was whether there had been sufficient proof at the trial court to support judgment in favour of the respondent. Acknowledging that this issue required the court to embark on a re-evaluation of the evidence, the court emphasised that interference could only be done if it is shown that the trial court’s judgment was perversely flawed. After reviewing the trial court processes, the court concluded that there was a failure to properly evaluate the totality of all evidence, particularly determining what was admissible or inadmissible, before making its decisions. Since there was proof of an absence of a nexus link between the conclusions of the court and the proven facts, the appellate court could thus interfere and re-evaluate the evidence. The trial court’s judgment was therefore found to be fraught with error and was set aside.
 

The subject-matter of this appeal concerned the enforceability of an English court order on the parties’ dispute. The first and second respondents argued in the court below that the appellant and third respondent were in breach of the order of a lower court, and so they sought an order restraining its enforcement. The trial judge admitted a copy of the English court’s ruling but made further other orders affirming the subsistence of the lower court ruling which led the appellant to lodge an appeal on multiple grounds.

Regarding the main appeal, the court endorsed the first and second respondents’ argument that the third respondent ought to be compelled to observe the subsisting order of the lower court. It affirmed the inherent power of the court to act where an existing court judgment is flouted to uphold the integrity of the judiciary. Such an issue may be raised by either party orally, by formal application, or raised by the court itself. 

Although the appellant was not part of the suit and lacked the requisite legal standing without formal application, that it was a beneficiary of the English court’s order meant that the trial judge was justified to restrain it from enforcing the order. However, the appellant had been incorrectly found to be jointly liable with the third respondent for flouting the judgment of the court below, so it experienced some success on this count.

On the challenge of the trial court’s jurisdiction to make one of its pronouncements, the appellate court found that the judge had unlawfully addressed the substance of a forthcoming application. This violated the well-established principle that a court must make its findings and orders on the same grounds of argument it has received from the parties. This issue was therefore resolved in the appellant’s favour.

Overall, the appeal was meritorious and allowed in part.
 

The appellant brought an appeal against the judgement of the High Court, where the lower court dismissed the appellant’s suit on grounds that the claim had prescribed.

The court considered whether the appellant’s right to a fair hearing could be determined despite having failed to initiate its case prior to it prescribing and whether the High Court correctly dismissed the appellant’s case due to prescription. 

The court held that the appellant’s right to a fair hearing could not be determined under the circumstances. The court also held that the High Court incorrectly dismissed the appellant’s case without considering important aspects.

Regarding the right to a fair hearing; the court was of the view that since the appellant initiated their case by writ of summons for a declaration against the respondent, it was not an application for the enforcement of a fundamental right and it stood to be affected by the operation of a statute including any limitations the statute could have had. Furthermore, the court issued that the High Court ought to have made an inquiry as to the definition of a ‘public officer’ as used in the statute and if there were any exceptions to the statute that prescribes claims against public officers after three months. The omission by the High Court was held to be an error. 

The appeal was successful, and the judgment of the High Court was set aside. Court ordered the case to be heardafresh by the High Court. No costs were ordered.

The court considered whether money accruing to the state can be subject to a garnishee order and whether the trial court had jurisdiction to entertain the proceedings. 

This case concerned an appeal of a garnishee order on the basis that the court below erred in adjudicating upon the matter as a it did not have the requisite jurisdiction. 

On the first issue, the court found that money had accrued to the state and thus they were entitled to the garnishee order.

On the second issue, the court the court found that jurisdiction is not exercised at large but must be exercised within the confines of the law. In effect, a court can only be clothed with jurisdiction if and only if it was competently constituted in the proceedings before it. 

The factors which determine jurisdiction of a court are 1) the subject matter of the case is within its jurisdiction; 2) there is no feature of the case which prevents the court from exercising jurisdiction and 3) the case comes before the court initiated by due process of law. 

Therefore, the court found that the trial court had acted within the confines of their jurisdiction. 

Appeal dismissed.
 

The appellant and respondent of this case entered into an agreement of service relating to aviation. The respondent as plaintiff before the lower court alleged that the appellant has not paid the amount determined in the contract in full. The trial court ruled in favour of the respondent (as plaintiff).

The court considered whether the trial court had jurisdiction over the matter under s 251 of the Constitution. The court held that the court has jurisdiction over matters relating to aviation. Both parties were engaged in the business of aviation and their dispute arose out of this activity. Consequently, the lower court had jurisdiction.

The court further considered whether the trial court had jurisdiction although the writ of summons did not contain the respondent’s address. Further, the court considered whether the trial court had jurisdiction despite the presence of an arbitration clause in the contract. The court held that the right to complain about irregularities is waived if it is not exercised in due course. It found that the appellant failed to object before the lower court and, therefore, waived the right.

The court was also asked to determine whether the lower court adequately evaluated the evidence presented before it. The court held that the party that files a counter-claim must proof that claim. It found that the appellant in this case did not provide evidence for the claim. Consequently, the court concluded that the lower court adequately evaluated the evidence.

All grounds for appeal were dismissed.
 

The issue was whether the state high court has jurisdiction over matters that are governed by the Investment and Security Act (the act). The case emanated from a dispute where the appellant was being sued in the court aqua for defrauding the respondents of units of shares. The appellant had raised a preliminary objection that the trial court lacked jurisdiction over the matter which was dismissed. The appellant thus was challenging the dismissal of the objection.

The appellant argued that the trial judge erred in dismissing its objection on the basis that jurisdiction of the high court is limited and excludes matters that are regulated by the act. The appellant pointed out that disputes around the act should be determined by the Investment and Security Tribunal (the tribunal).

The respondent opposed the appeal on the grounds that the trial judge was correct because the jurisdiction of the high court was unlimited. They argued that the dispute emanates from torts, conspiracy and fraud which fall within jurisdiction of the high court and that the act was unconstitutional. 

The court ruled that s 270 of the act establishes the tribunal to resolve disputes that fall under the act. It observed that s 284 of the act give the tribunal exclusive jurisdiction to determine matters regarding capital markets. It held that the dispute revolved around capital market operator (appellant) and its clients (respondents) hence it falls within the exclusive jurisdiction of the tribunal. It concluded that the trial judge erred and the appeal was upheld.

Contract Law – payment of money – specific performance Civil procedure – jurisdiction - ratio decidendi

The issue was whether the trial court had jurisdiction to hear a petition for winding up and whether the respondent had required authorization to petition for winding up.

The appeal emanated from the dismissal of the appellant’s objection to a petition for winding up the appellant company. The appellant argued that the trial court had no jurisdiction to decide on the matter. It pointed out that only the English courts had exclusive jurisdiction to decide on any dispute between the parties. Moreover, the appellant challenged the legal personality of the respondent arguing that they did not provide original certificates of incorporation and that the respondent did not receive authority of shareholders to petition for the winding up.

The respondent opposed the appeal on the grounds that the English courts had exclusive jurisdiction only on disputes and not on a petition for winding up. It further argued that it required a trail to verify the authenticity of the certificate of incorporation. Lastly the respondent pointed out that since they were duly incorporated, they were authorized to work on behalf of the shareholders.

The court in dismissed the first two points raised by appellant. The court held that the English court’s exclusive jurisdiction did not extend to petitions and that documents attached to an affidavit in an interlocutory application should not be used as an objection to the issue of admissibility. However the court ruled that the respondent required the approval of directors and shareholders to file a petition to wind up. Thus the appeal was upheld. 

The court considered whether the failure to omit the court name in a notice of motion and error in arrangement of parties invalidated the application.

The court held that a notice of appeal is the foundation and any defect to it renders the whole appeal incompetent. In that regard, to validly invoke the jurisdiction of a Court of Appeal, it must be shown that the decision appealed against arose from the courts listed in s 240 of the Constitution.

The court found that the particulars of the claim did not invoke the jurisdiction of the court of appeal which is a material defect. Moreso, cannot be cured by an amendment. Therefore, the court was not able to grant the reliefs claimed.

The court accordingly dismissed the application.
 

The appellants appealed a judgment granting the respondent payment of a sum of money in terms of an indemnity agreement between the parties.

There were four issues for determination in the main appeal: whether the lower court had jurisdiction to hear the matter; whether the personal indemnity form did not constitute a contract between second appellant and first respondent to make second appellant personally liable to indemnify first respondent; whether the deposit of the second appellant’s title deeds with the first respondent was in furtherance of the personal indemnity form; and whether the judgment was against the weight of evidence.

As regards the first ground of appeal, the court found that the lower court was vested with the jurisdiction to hear the matter, as stated in the Insurance Act, 2003. The second ground was resolved in favour of the first respondent as the indemnity form was held to be a contract with the main aim of making the second appellant personally liable to indemnify the first respondent. Issue 3 was found in favour of the first respondent as the words of the document were found to have created an equitable mortgage over the second appellant’s property, using it as collateral to secure the counter indemnity granted by the first respondent on behalf of the second appellant. The fourth issue was resolved in favour of the first respondent, and the appeal was held to be lacking in substance and merit. The appeal was dismissed.

This was an application praying for special leave to appeal against the interlocutory decision of the Court of Appeal refusing a repeat application for stay of execution pending appeal.

The court considered whether the Court of Appeal misconstrued its jurisdiction under art. 138(b) of the Constitution or s. 12 (b) of the Courts Act. The court was of the opinion that the applicant failed to prove the constitutional requirement for special leave to appeal in s. 4(2) of the Supreme Court Act by failing to prove that the interlocutory appeal was likely to succeed. The court held that the applicant failed to prove that the single judge misused or abused his discretionary power. Accordingly, the application was dismissed.

The application before the court concerns a multilayered application for summary judgement, an application for a writ to set aside consent judgement, an application to dismiss the writ and an application to the High Court to stay execution among others.

The court had to consider whether the High Court exceeded its jurisdiction (i) when it varied the ruling dismissing the 4th interested party’s application for the stay in execution pending the appeal, (ii) when it substituted the order to stay execution pending the appeal that had already been decided upon. Lastly, (iii) whether the High Court exceeded its jurisdiction regarding the 4th interested party for the suspension of the enforcement of consent judgement.

The court held that the application on the grounds (i) and (ii) be granted but dismissed the (iii) ground. The court went on to order a stay in execution pending determination before the appellate court. The court was of the view that the judges in the lower courts fell into an error of law and committed procedural irregularities.

The application was granted except on the 3rd ground, which was dismissed.