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 base of the suit was defamation whereby the plaintiff averred that the defendants defamed him.

The first issue was whether there was defamation and who was defamed among the two defendants. The court states that it is crucial in the commercial arena to inquire whether the published statement concerns the business itself or someone affiliated with the business in his individual capacity. Generally, the defamation must refer to the person defamed. In this case it had to be specifically pleaded whether the alleged defamation referred to the company business or to plaintiff witness individually.

For the second issue of whether the court had jurisdiction to hear the matter, it relied the principle contained in section 13 of the Civil Procedure Code that every suit must be instituted in the court of the lowest grade competent to try it. The object and purpose of the said provision is to prevent overcrowding in the court of higher grade where a suit may be filed in a court of lower grade; to avoid multifariousness of litigation and to ensure that case involving huge amount must be heard by a more experienced court. The suit should have been properly instituted either in the District Court or in the Court of the Resident Magistrate which have competent jurisdiction to try the same.

The court concluded that a cause of action arises when facts on which liability is founded exist of which there were none in this instance. Thus the suit was rejected.

This was an application for a revision in respect of execution proceedings and a garnishee order.

The respondent raised preliminary objections: that the court lacked jurisdiction to determine the revision; that the court has not been moved and that the application was bad for not being accompanied with the order sought to be revised.

The court dismissed the final objection since there is no legal requirement for the same.

The court determined that it had jurisdiction, by applying the rule that all revisions of a civil nature in a resident magistrate court shall lie to the high court. The court interpreted this provision to include execution proceedings from resident magistrate courts.

In determining the second objection, the court observed that the applicant had cited non-existent legislation by referring to the Magistrates’ Court Act as the Resident Magistrates Court Act. It applied the rule that when an applicant cites the wrong provision the matter becomes incompetent since the court is not properly moved, to hold that it had not been moved. The court also considered that the applicant wrongly cited s 79 of the Civil Procedure Code. In doing so, it appreciated the difference on revision that may be undertaken per s 79 of the Civil Procedure Code and per ss 43 and 44 of the Magistrates Court Act: s 79 referred to finalized cases while the rest refer to any civil proceedings.

Accordingly, the application was struck out with an order as to costs in favor of the respondent. 

The main case was whether the issue before this court was directly and substantially in issue with a matter pending in the court below.

The respondent threatened the applicant to cease any operations and vacate a Lake Natron game controlled area it currently occupies (‘the hunting block’). The applicant filed this application, seeking this court to issue an interim order restraining the respondents from evicting them at the hunting block.

The respondent claimed that this court does not have the jurisdiction to entertain this matter as it was res sub judice, and thus should be dismissed. The reason lodged was that the issue in this matter was directly and substantially related to the pending appeal. The applicant argued against these claims and contended that in the pending appeal, he was challenging different issues in relation to this application.

This court applied s 8 of the Civil Procedure Code in determining that the facts and circumstances of this application where identical with the pending matter below, and as such res sub judice.

This application was stayed pending the outcome of the appeal in the court below. 

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 appellant, a federal government agency, claimed that the first respondent, in the lower court, sought relief while the matter was still pending in the high court and the jurisdiction was exclusive to the federal high court according to the constitution. The court considered whether the lower court had the jurisdiction for the withdrawal of a building plan that was an executive decision by the appellant. 

The court held that s 230(1) of Decree 107 of 1993 (‘the decree’, now s 251 of the constitution) automatically ousted the jurisdiction of the Lagos State High Court. This provision gave the federal high court exclusive jurisdiction in administrative or executive decision by the federal government or its agencies. The court also held that any decision or proceedings emanating from such a court are a nullity. 

The court found that the lower court did not have jurisdiction according to s 230(1) of the decree.

Accordingly, the court upheld the appeal.

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 State High Court had jurisdiction to entertain a matter about mines and minerals.

The court held that according to s 251(1)(n) of the Constitution as amended, the Federal High Court had jurisdiction about mining operations.

The court found that the statement of claim showed that the cause of action accrued in 1996; therefore, the law that was in existence at that time is applicable. Further, the court found that the construction, operation and maintenance of an oil pipeline by a holder of oil prospecting license is an act of mining operations. The facts of the case therefore fell within s 230(1)(0) of the 1979 Constitution. The trial court lacked jurisdiction.

The court accordingly upheld the appeal.
 

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.

This was an appeal against a garnishee order granted by the court. The appellant contended that the garnishee proceedings were null and void because the first respondent did not disclose that the second respondent fell within the jurisdiction of the lower court. Further, the appellant argued that there was abuse of court process because the garnishee order was made after the appellant was granted leave to appeal.

The respondent argued that the appellant was not a party to the garnishee proceeding and cannot challenge the procedure.

In deciding the matter, the court held that the question of the judgement creditor establishing that the garnishee was within jurisdiction was not for the judgement debtor to determine but the court. It found that the appellants were not parties to the garnishee proceedings and that an appeal does not operate as a stay of execution. The appeal was thus dismissed.
 

This case dealt with emolument attachment orders (EAO) that had been obtained through written consent by the applicants. The applicants were a group of low-income earners and vulnerable occupants that only had their salaries and wages as a means to survival. The issue was that the EAOs were from jurisdictions far from where the applicants resided. This case pinpoints the importance of issuing EAOs that are just and equitable, by focusing on the processes that the respondents had followed to secure repayment of loans. This case also illustrates the duty to protect citizens against human rights abuses by business enterprises by having effective remedies that protect victims.

The court considered whether the respondents’ conduct fell within the scope of section 65J(1)(a) of the Magistrates’ Court Act which allows an attachment on a debtor’s earnings and obliges his or her employer to pay out of such earnings specific instalments in favour of the creditor. The court held that section 45 of the Magistrates’ Court Act provides that parties may consent to the jurisdiction of a court that does not have jurisdiction

The Court held that section 65(J)(1)(a) of the Magistrates’ Court Act had failed to provide a statutory limit on the EAOs which may be granted against a judgment debtor.

The Court found that the respondents had denied the applicants their constitutional right to approach the courts by obtaining judgments and EAOs in courts that were far from the applicants’ workplaces and homes. The court held that the respondents’ actions were a result of them forum shopping for courts which entertained their applications. The court held that in this case where the applicants had admitted liability for the debts and had consented to the EAOs, section 45 of the Magistrates’ Court Act did not permit that the applicants could consent to the jurisdiction of a court outside their district. Thus, the court found that the EAOs were in fact not just and equitable considering the statuses of the applicants.

Accordingly, the court upheld the applicants’ complaint and held that the EAOs were in breach of section 65(J)(1)(a) of the Magistrates’ Court Act.

The case was an application seeking to revive a consent judgment set aside by the registrar of the court. 

The dispute emanated from an application by the respondent seeking an order to nullify registration of property in the name of the defendants (who are now applicants). The order was granted under an ex parte application because the respondents failed to respond to the suit. The respondents tried without success to appeal the judgment.

The respondents then filed a notice of appeal to the Appeal Court seeking to appeal against the order of the High Court dismissing the application. They also requested an interim order for stay of execution. The applicant (who is now the respondent) objected to the appeal arguing that it was late which was confirmed by the registrar. The respondents referred the matter to a single judge and pending the determination by the judge, the parties entered into a consent judgment which was endorsed by the registrar. The registrar later set aside the consent judgment which the applicants are now seeking to revive.

In deciding the case, the court held that there was no appeal before the single judge because the applicants filed the appeal late. The court ruled that the registrar has no jurisdiction to hear and dispose an appeal. It found that the registrar erred when he entered a consent judgment on a matter which was on appeal before a court. It further ruled that the consent judgment was null and void thus it cannot be revived.