Apostle O.N.godwin & Ors. V. Elder F.u. Okwey & Ors (2010)

LAWGLOBAL HUB Lead Judgment Report

WALTER SAMUEL NKANU ONNOGHEN, JSC

By an Amended Statement of Claim filed on the 22nd day of July, 1994 at the High Court of Abia State, Holden at Aba, in suit No. A/404/92, the plaintiffs therein, now respondents in this Court, claimed the following reliefs:

“(a) A declaration that the purported dissolution of the District Youths Fellowship and the National Youths Fellowship by the 3rd defendant’s letter dated 22nd of April, 1992 without giving the members of the two bodies an opportunity of defending the “package of questions” put to Rev. J.O. Nwoye and without complying with the provisions of the Constitution of Christ Ascension Church of Nigeria, is null and void and of no effect.

(b) A declaration that the so-called National Planning Committee under whose cover the 1st defendant has been running the affairs of the church as a private business to the exclusion of the General Council, a body vested with power by the Constitution to run the affairs of the Church is a body unknown to the Constitution, and consequently, its actions and decisions are null and void and of no effect.

(c) A declaration that the appointment of the 2nd defendant by the 1st defendant as the Treasurer-General of the Christ Ascension Church of Nigeria contrary to the Constitution of the church is ultra vires, unconstitutional and therefore null and void.

(d) A declaration that since the income and expenditure of the Church are matters under the budgetary control of the Missionary Executive Council the operation of the finances of the church by the 1st defendant without rendering account is unconstitutional, null and void.

(e) Injunction restraining the defendants Nos. 1-5 by themselves, servants and agents from operating the finances of the church otherwise than in strict compliance with the relevant provisions of the Constitution of the church.

(f) Injunction restraining the defendants by themselves, servants and agents from taking any steps whatsoever pursuant to the dissolution letter dated 22nd of April, 1992 pending the determination of the plaintiffs’ action.

(g) Injunction restraining the defend its from making any alteration whatsoever in the Constitution of the church, except in accordance with the provisions of the Constitution.

The defendants reacted to the above Amended Statement of Claim by filing an Amended Statement of Defence to be found at pages 44 – 47 of the record after which the defendants filed an application before the court challenging the jurisdiction of that court to hear and determine the suit as constituted, which application was dismissed by the trial court. The defendants were not satisfied with that ruling as a result of which they appealed to the Court of Appeal, Holden at Port Harcourt, in appeal No. CA/PH/238/99. In a judgment delivered on the 4th day of February, 2003, the Court of Appeal dismissed the appeal. The present appeal is therefore a further appeal by the appellant.

The facts of the case relevant to this appeal are simple. Both parties are members of Christ Ascension Church of Nigeria but act in different capacities therein with the 1st defendant/appellant being the leader of the Church and is known by the title of Apostle. The 6th defendant/appellant is the registered trustee of the Church. The Church has branches in Enugu, Ehi Road, Aba etc. It is the complaint of the respondents that the 1st – 5th appellants have been interfering with how the Church is being organised and in the process, infringed on the respondents’ right to fair hearing as entrenched in the Constitution of the country in that the members of the disbanded District Youth Fellowship and National Youth Fellowship were denied the opportunity of defending themselves against allegations made against them before their dissolution. Their complaint also includes unconstitutional appointments by the 1st appellant, refusal to render account to members etc, etc.

The issue for determination, as stated in the appellants brief of argument filed on 28/5/2003 by learned Counsel for the appellants, O.A. OBIANWU ESQ, is:

Whether the court below was right when it affirmed the decision of the trial court that it had jurisdiction to entertain the case before it.

In arguing the issue, learned Counsel referred to section 695 of the Companies and Allied Matters Act and submitted that since the 6th appellant was incorporated under the Lands (Perpetual Succession) Act, it is deemed, in law, to have been incorporated under the Companies and Allied Matters Act from 2nd January, 1990 when the said Act came into effect and that since the complaints of the respondents are mainly to the effect that the 1st-5th appellants unlawfully attempted to alter the name and Constitution of Christ Ascension Church of Nigeria; the said appellants, for 13 years misappropriated the funds of the said Church; converted Church’s property into private property and acted ultra vires the Constitution of the Church by dissolving the Youth Fellowship and expelling its members as well as other illegal acts, the proper court to adjudicate on the matter is, by the provisions of section 230(1)(e) of Decree 107 of 1993, the Federal High Court; that the lower court was wrong in making a distinction between the affairs of the Church and the 6th appellant, which distinction is at variance with the pleadings of the respondents which regarded the Registered Trustees and the Church as one and the same thing; that what was incorporated was the Church not the trustees as held by the lower court, which by holding contrary to the pleadings of the respondents, made a new case for the said respondents which practice is frowned upon by the courts, relying on Oredoyin vs Arowolo (1989) 4 NWLR (p,. 114) 172; Olumolu vs. Islamic Trust of Nigeria (1996) 2 NWLR (pt. 430) 253; Company Law and Practice in Nigeria, (3rd ed) by J.O. ORUJO page 546; that it is not correct that there was no complaint against the 6th appellant or how its affairs as a corporate body is being run as held by the lower court in view of the allegation by the respondents that the appellants are attempting to change the name of the Church and the Constitution and that the appellants are plundering the financial resources of the Church to their personal needs; that the lower court also erred in holding that the internal wrangling of members of the Church has nothing to do with the Companies and Allied Matters Act as the complaints of the respondents are fundamental and go to the root of the Church as incorporated; that section 681 of the Companies and Allied Matters Act makes provision for amendment of the Constitution of incorporated association of trustees while section 680 contains the procedure for altering the name of the Association. Learned Counsel then proceeded to cite other sections of the Act which authorises the appellants to do what they are accused of doing and stated that for the complaints of the respondents to be resolved, recourse must be made to the provisions of the Act; that since the complaints “relate to amendment of the Constitution and name, misapplication of income and property which are specifically provided for by the Act, then the operation of the Companies and Allied Matters Act is brought into play thus bringing the matter within the provisions of section 230(1) (e) of Decree 107 of 1993” despite the claim for expulsion of certain members of the Church as the law is that a court must have jurisdiction to determined all the claims before it to assume jurisdiction, relying on Tukur vs Government of Gongola State (1989) 4NWLR (pt. 117) 577 and urged the court to resolve the issue in favour of the appellants and allow the appeal.

On his part, learned Counsel for the respondents, G.O. NWOKEOGU ESQ, in the respondents’ brief filed on 22/7/05 referred to section 230(1)(e) of Decree 107 of 1993 which is now section 251(1)(e) of the 1999 Constitution and submitted that the Federal High Court will only assume jurisdiction under that provision if the claim or cause of action relates to law, whether statutory or common law, regulating the operations of the Companies; that the Federal High Court has exclusive jurisdiction on matters bothering on removal or change of trustees, altering of shares and share holdings, winding up/dissolution being matters pertaining to regulation and/or operation, control, of Companies and Allied Matters; that where the dispute does not involve the control of a company or body, but the ordinary course of day to day business of the company/body, as in the instant case, the State High Court has jurisdiction to hear and determine the matter, relying on Rev. Ali Dingse vs The Registered Trustees of Church of Christ in the Sudan (State of Nigeria) Eklisiyar Krista a Sudan) (A Nigeria) Ekas Church Kaduna (2001) 53 WRN 148 at 166; Jammal Steel Structures Ltd vs African Continental Bank Ltd (1973) 5 NCC 619; that in determining the issue of jurisdiction, the court has to look at the writ of summons and Statement of Claim, relying of Egbe vs Adeferasin, (1987) 1 NWLR (pt. 47) 1; Progressive Insurance Co. Ltd vs Mrs. M.T. Adepoju (1991) 1 NWLR (pt. 166) 248; that the substance of the claim of the respondents is lack of fair hearing; illegal appointments contrary to laid down procedure of the Church, lack of accountability by the appointees to the members of the Church and injunction to stop the 1st – 5th appellants from amending the Constitution of the Church contrary to the procedure laid down in the Constitution; that the above claims do not touch on the law regulating the operation of Companies and Allied Matters and as such are outside the exclusive jurisdiction of the Federal High Court.

It is the further submission of learned Counsel that sections 674,676,681 and 683 cited and relied upon by learned Counsel for the appellants are not relevant to the facts of the case as they do not vest jurisdiction on the Federal High Court as the court was not mentioned therein; that by the operation of section 693, Federal High Court is linked only to section 961(1) which expressly talked on dissolution of corporate bodies formed under part C of the Companies and Allied Matters Act; that it is not correct that the lower court made a case for the respondents different from their pleadings and urged the court to resolve the issue against the appellants and dismiss the appeal.

I had earlier reproduced the reliefs claimed by the respondents in this judgment. It is the case of the appellants that from the case presented by the respondents in their pleading, the appropriate venue or court that has jurisdiction to hear and determine the matter is the Federal High Court by virtue of the provisions of section 230(1) (e) of Decree 107 of 1993 now section 251(1)(e) of the Constitution of the Federal Republic of Nigeria, 1999. The said section 230(1)(e) of Decree 107 of 1993 provides thus:

“230(1)—the Federal High Court shall have and exercise jurisdiction to the exclusion of any other court in civil causes and matters arising from:

(a)——-

(e) The operation of any Act or Decree relating to Companies and Allied Matters and any other common law regulating the operation of Companies.”

The question is whether the case of the respondents fall within the con of cases arising from the operation of any Act or Law relating to companies, including common law principles, regulating the operation of Companies To answer the question, one has to look closely at the claims of the respondents earlier reproduced in this judgment as it is settled law that it is the claim(s) of the plaintiff as contained in the writ of Summons and/or Statement of Claim that determines the question as to whether or not the court before which the action pends has the jurisdiction to entertain and determine same. Can it be said that the claims of the respondents relate to law, whether statutory or common law, regulating the operation of companies so as to confer exclusive’ jurisdiction on the Federal High Court to entertain the matter The lower courts have held that the claims do not fall within the purview of section 230(1) (e) of Decree 107 of 1993, are they correct in so holding

It is clear from the provisions of section 230(1)(e) of Decree 107 of 1993 supra that the Federal High Court has exclusive jurisdiction in actions concerning legislations including subsidiary legislations, and common law principles regulating companies or operation of companies such as removal or change of Registered Trustees, alteration of share holdings, winding up or dissolution of companies/associations which are matters relating to regulation of the operations of companies under the Companies and Allied Matters Act. The question still remains whether the present action falls within that purview

Looking at the reliefs claimed in this action, it is very clear that the action concerns the internal wrangling within the Church involving the day to day business of the Church. They have nothing to do with the control or operation of the body under the Companies and Allied Matters Act or principles formulated by the courts under common law, relating thereto. The claims include a complaint of lack of fair hearing against the 1st-5th appellants before dissolving the National and District Youth Fellowships; illegal or unconstitutional appointments extraneous to the procedure laid down in the Church Constitution; lack of accountability by the appointees to the members of the Church and an injunction restraining the 1st -.5th appellants from amending the said Constitution of the Church other than by the manner provided in or prescribed by their Constitution. These, in my considered view, are not matters touching and concerning the law regulating the operation of Companies and Allied Matters and therefore fall outside the exclusive jurisdiction of the Federal High Court. The action also has nothing to do with dissolution of the Church so as to give the Federal High Court jurisdiction over the matter.

In the circumstance, I find no merit in the issue under consideration which is consequently resolved against the appellants.

It is, however, unfortunate that the action which was instituted in 1992 over the affairs of a Church is still to be set down for hearing following a dispute over jurisdiction, which could have been taken along with the substantive matter upon conclusion of hearing by the trial court if the need still arises. Unfortunately that course of action was not followed resulting in the present delay. Learned Counsel should always keep the best interest of their clients in view when conducting their cases so as to minimize costs.

Having resolved the sole issue against the appellant, it is obvious that the appeal lacks merit and is consequently dismissed. I affirm the judgments of the lower courts I assess and award the costs of N50,000.00 to the respondents.

Appeal dismissed.

SC.109/2003