Bernard Amasike V. The Registrar General Corporate Affairs Commission & Anor (2010)

LAWGLOBAL HUB Lead Judgment Report

M. MUKHTAR, J.S.C

This is an appeal against the decision of the Court of Appeal, Abuja Division, which affirmed the decision of the Federal High Court Abuja. The plaintiff/applicant who is now the appellant in the appeal before this court initiated the action by way of Originating Summons seeking the following issues to be resolved:-

1. Whether having regard to Part C of the Companies and Allied Matters Act 1990 it was proper for the defendants to reject as ‘Not Registrable” the following names proposed by the plaintiffs, to wit: “INSTITUTE OF CORPORATE GOVERNANCE,” BUREAU OF CORPORATE GOVERNANCE” and/or “INSTITUTE OF COMPETITION POLICY & CORPORATE GOVERNANCE”
2. Whether the defendants have a discretion to reject the Plaintiff’s application for ‘name availability’ applied for by the plaintiff and if the answer is in the affirmative, whether in relation to the rejection of the corporate names proposed by the plaintiff, the defendants’ discretion was exercised judicially and/or judiciously.
3. Whether the rejection by the defendants of the Plaintiff’s application for “name availability” was proper and in accordance with the law
4. Whether the defendants response rejecting the “name availability” of the applicant was vague, ambiguous and/or imprecise, to wit: ‘Not Registrable” and if the answer is in the affirmative, whether the defendants are justified to give such vague responses’
5. Whether under Part C of the Companies and Allied Matters Act 1990, the names “INSTITUTE and/or “BUREAU” are prohibited as a matter of law and if the answer is in the negative whether the defendants were justified in refusing the names as “Not Registrable”
6. Whether the defendants can as a matter of corporate policy reject the proposed corporate names embodying “Institute” and/or “Bureau” and if the answer is in the negative whether the defendants are justified under the circumstances of this case and based on their corporate policy to reject the corporate names proposed by the Plaintiff. “Thereafter, the plaintiff sought the following reliefs:-

“(i) “A declaration that the defendants’ rejection of the plaintiff’s proposed corporate name- “Institute of Corporate Governance”, by designating same as ‘Not Registrable” under Part C of CAMA is improper, ultra vires and not in accordance with CAMA Provisions.

(ii) A declaration that the defendants’ rejection of the plaintiff’s proposed corporate name – “Bureau of Corporate Governance” by designating same as “Not Registrable” under Part C of CAMA is improper, ulta vires and not in accordance with CAMA Provisions’

(iii) A declaration that the defendants’ rejection of the plaintiff’s proposed corporate name – “Institute of Competition Policy & Corporate Governance” by designating same as “Not Registrable” under Part C of CAMA is improper’ ultra vires and not in accordance with CAMA provisions.

(iv) A declaration that the defendants’ exercise of its discretion by rejecting the plaintiff’s proposed corporate names to wit: “INSTITUTE OF CORPORATE GOVERNANCE” “BUREAU OF CORPORATE GOVERNANCE” and/or INSTITUTE OF COMPETITION POLICY & CORPORATE GOVERNANCE” is invalid in that the said discretion was not judiciously and/or judicially exercised.

(v) A declaration that the rejection by the defendants of the plaintiff’s applications for “name availability” with respect to the proposed corporate names, was improper and not in accordance with the provisions of CAMA 1990.

(vi) A declaration that the defendants’ response in rejecting the plaintiff’s application for “name availability” by making same “Not Registrable” was vague and ambiguous and thus an abuse of discretion.

(vii) A declaration that the names “INSTITUTE” and/or “BUREAU” are not prohibited names under the Act and that the defendants were not justified in refusing same as “Not Registrable”.

(viii) An order of perpetual injunction restraining the defendants from rejecting the plaintiff’s proposed corporate names’ to wit: “INSTITUTE OF CORPORATE GOVERNANCE” “BUREAU OF CORPORATE GOVERNANCE” and/or “INSTITUTE OF COMPETITION POLICY & CORPORATE GOVERNANCE”.

(ix) An order directing the defendants to immediately process and approve the names as available and registrable under Part C and to proceed to register and incorporate the same’ to wit: “INSTITUTE OF CORPORATE GOVERNANCE” “BUREAU OF CORPORATE GOVERNANCE” and/or “INSTITUTE OF COMPETITION POLICY & CORPORATE GOVERVANCE”.

The appellant had filed three successive applications for the approval of the above corporate names by the respondents’ who processed the appellant’s applications for name availability and rejected them by merely writing ‘not registrable’. According to the appellant the respondents did not give grounds for their decision that the proposed names were not registrable, inspite of several demands by the appellant. Consequent upon this and the dissatisfaction of the appellant, he instituted this suit by way of Originating Summons. The respondents however posited that the 2nd respondent did earlier inform the appellant on the types of organizations that are registrable. An affidavit in support of the originating summons was sworn to by a Mr. Pomise Onyegbula, and a counter affidavit to counter the said affidavit was sworn to by one Mukasa Onoja. The supporting affidavit has attached therewith some documents. Both learned counsel addressed the court on the originating summons and the documents exhibited before the court’ and at the end of her consideration of all materials before her the then Chief Judge of the Federal High Court Ukeje J, dismissed the application and pronounced that the reliefs fail. Dissatisfied, the plaintiff appealed to the Court of Appeal, which found no merit in the appeal and dismissed it. Again the plaintiff was dissatisfied and has appealed to this court on five grounds of appeal from which he distilled four issues for determination in his brief of argument. As is the practice in this court both learned counsel exchanged briefs of argument which were adopted at the hearing of the appeal. The four issues raised for determination in the appellant’s brief of argument are:-

1. Whether the Lower Court was right to have raised, considered and relied on new issues that were neither contained nor distilled from the grounds of appeal and on that basis dismissed the appeal.
2. Whether the lower court was right in dismissing the appeal on the basis that the substantive suit was commenced by originating summons instead of judicial review.
3. Whether the lower court was right in not reversing the decision of the trial court on the ground that the trial court, suo motu, raised and considered material issues in dismissing the substantive suit without affording the appellant the opportunity of being heard.
4. Whether the lower court was right in upholding the decision of the trial court that the respondents were justified in their decision that the corporate names proposed by the appellant are unregistrable by virtue of the provisions of the companies and Allied Matters Act, 1990.

In their own brief of argument the respondents raised the following two issues:-

“1. Whether the lower court was right in affirming the decision of the trial court that the names i.e “INSTITUTE OF CORPORATE GOVERNANCE” “BUREAU OF CORPORATE GOVERNANCE” and “INSTITUTE OF COMPETATIVE POLICY AND CORPORATE GOVERNANCE” were not registrable under Part C of the CAMA.

2. Whether the lower court was right in holding that the trial judge did not raise any issue and rule on any issue suo motu which occasioned miscarriage of justice to the case of the Appellant.”

I will adopt the issues formulated by the learned counsel for the appellant for the treatment of this appeal, commencing with issue (1) supra. The gravamen of the appellant’s complaint under this issue is that the lower court raised, considered and relied on new issues that were neither contained nor distilled from the grounds of appeal and on that basis dismissed the appeal. The learned counsel for the appellant attacked the lower court’s pronouncement which reads:-

“In the instant case, the trial court was right in striking out the appellant’s case after realizing that it ought not to have been brought by way of originating summons.”

The contention of the learned counsel is that the trial court did not dismiss the appellant’s suit on the basis that the same was commenced by “way of originating summons” and as such could not have ‘realised that it ought not have been brought by way of originating summons”. The learned counsel further argued that as the trial court did not strike out the suit because of the alleged incompetence of the originating summons, the lower court erred in dismissing the appeal on that basis.He argued that where a court raises a point suo moto, due process requires that parties be given an opportunity of a hearing on the new points. He placed reliance on the cases of Ajao v. Ashiru 1973 11 SC 23, Kutu v. Balogun 1978 1 SC 53, Ejowhomu v. Edoketer Ltd 1986, 5 NWLR part 39 page 1, Adegoke v. Adibi 1992 5 NWLR part 242 page 410, and Oshodi v. Eyitunmi 2000, 13 NWLR part 684 Page.

The learned counsel for the respondents has not deemed it necessary to respond to the above argument in their brief of argument, may be because he did not consider the issue to be apposite. This is apparent from the content of the issues learned counsel formulated in his brief of argument. Nevertheless, the appellant considers this issue and argument to be important to the treatment of his appeal for which he has a ground of appeal. Hence in the interest of justice I will consider the argument canvassed supra. Moreso as I have opted to adopt the appellant’s issues. I think it is important that I consider what may have led the lower court to making the pronouncement attacked by the appellant. In her judgment, Odili J.C.A., referred to the content of the document initiating the proceedings in the Federal High Court, and particularly in respect of the relief no. (IX) reproduced in the earlier part of the judgment and which the learned trial judge mentioned on page 51 of the printed record of proceedings, and which she dismissed on page 52 of the said record. Towards this, I will reproduce issue (2) and the related ground of appeal in the court below, hereunder. It reads:-

Issue (2) “Whether the lower court was right in holding that the Respondents were justified in their decision that the corporate names proposed by the Appellant are unregistrable by virtue of the Provisions of the Companies and Allied Matters Act 1990.”

Related to the above issue (as far as this discussion is concerned) is ground (v) of appeal in the lower court which reads as follows:-

“The learned Trial Judge erred in law when her lordship held, “In particular, the plaintiff seeks and (sic) order of mandamus to compel the Defendants to register his company. I should advert in that regard to the provision of section 677(1), it is provided that “if the Commission is satisfied “to my mind that gives the Commission the absolute discretion as to its satisfaction, subject of course to the circumscribing words in section 674 which states that the “purpose must be lawful’

Accordingly, where the Commission has exercised that discretion in accordance to law, the court cannot reverse the discretion.

PARTICULARS

i. The Commission does not have an absolute discretion to refuse approving a name as available for registration under CAMA, 1990.

ii. Even if the Commission has a discretion the same is still subject to substantive standards under CAMA, 1990.”

Now, with the above being before the learned Justice of the Court of Appeal, she was constrained to advert her mind to the originating summons and the reliefs therein, when she posited thus in her lead judgment on page 156 of the printed record of proceedings.

“The learned counsel for the Appellant in his quest to get his way had asked for so many reliefs including those, whose procedures are difficult to relate with the proceeding he adopted or what he is infact asking for: I mean precisely the matter of mandamus”.

The learned justice thereafter proceeded to consider the principles governing mandamus as was expounded in the case of Fawehinmi v. I.G.P. 2002 7 NWLR part 767 page 606 and after that in the judgment said thus:-

‘The Court can strike out any process not filed in accordance or in compliance with the relevant rules” before the finding attacked by the learned appellant which is the crux of this issue.

Perhaps, it will be helpful if I reproduce the definition of ‘mandamus’ at this juncture. In Blacks Law Dictionary Seventh Edition at page 973 it is defined thus:-

“A writ issued by a superior court to compel a lower court or a government officer to perform mandatory or purely ministerial duties correctly.”

Relief No. (ix) supra corresponds with the above definition and definitely comes within it.

The pertinent question that begs for answer is, was the issue of mandamus raised suo moto by the learned court below, in view of all the materials before it, which I have reproduced supra I think not, for a careful perusal of the whole proceedings from the High Court of Justice to the Court of Appeal reveal that it was an issue that was in the front bunner that required to be resolved, and there was no way it could have been resolved without reference to the procedure through which the litigation was instituted.

I refuse to agree that the lower court dismissed the appeal on the basis of this finding upon which the appellant is making heavy weather. It seems what the learned counsel want to do is to shut their eyes to the painstaking treatment of the argument proffered, the application of the relevant laws and findings on them and to blindfold this court on the other basis on which the lower court dismissed the appeal. It definitely did not dismiss the appeal solely on the basis that it was brought by way of originating summons.

It is my view that the pronouncement attacked by the appellant did not lead to any miscarriage of justice. Assuming that it did, which I do not agree that it did, could that singular aspect of the judgment be correctly said to have occasioned miscarriage of justice I think not. It is not every error or mistake that results in a reversal of a judgment and the appellate court must be wary of this position of the law. In the case of Medical and Dental Practitioners Disciplinary Tribunal v. Dr. John Emewulu Nicholas Okonkwo 2001 7 NWLR Page 206, Ayoola JSC dealt with the subject of slip, mistake, and error in judgments, citing some authorities when he posited thus:-

“The end result therefore, is that these erroneous references do not affect the correctness of the conclusions reached by the court below. See the case of Fadlallah v. Arewa iles Ltd 1997 8 NWLR (pt.518) 546 at 550, ratio 6 in which this court held that it is not every slip committed by a court that will result in an appeal against the judgment being allowed.

An error or slip that may have the result of the appeal being allowed must be fatal in the sense that it must occasion a substantial miscarriage of justice vide Ezeoke v. Nwogbo (1988) 1 NWLR (part 72) 616. Similarly in Ajuwon v. Akanni (1993) 9 NWLR (Part 316) 182 at ratio 18 this court held inter alia that it is not every slip committed by a Judge in his judgment that will amount to a misdirection which will result in the appeal being allowed. The misdirection, to be fatal, must have occasioned a substantial miscarriage of justice. The mistake must have affected or influenced the decision appealed against before it can result in the reversal of the decision”.

I am fortified by the above.

In the instant case, I fail to see that even if there was any miscarriage of justice it is substantial to warrant the interference of this court, moreso as I have expressed that the court below did not raise the issue of the procedure of originating summons adopted not being right in the case suo motu, but that it formed part of the complaint in one of the grounds of appeal in the lower court. It was from that one ground of appeal that issue (2) in the appellant’s brief of argument sprung. In light of the above, I resolve issue (1) supra in the appellant’s brief of argument in this court in favour of the respondents, and so dismissed ground (3) of appeal, to which it is married for it fails.

Issue (2) in the appellant’s brief of argument has substantially been dealt with under issue (1) supra, for the argument are in essence the same as those under issue (1) but the learned counsel for the appellant took the argument to a further height, by referring to rules of the Federal High Court, specifically Order 2, Rule 2 applicable then, which states thus:-

“Proceedings may be begun by originating summons where;

(a) the sole or principal question in issue is, or is likely to be, one of the construction of a written law or of any instrument made under any written law, or of any deed, will, contract or other document or some other question of law; or

(b) there is unlikely, to be any substantial dispute of fact”.

Invoking the above provision, the learned counsel for the appellant has submitted that the suit was competent as the originating summons sought in this suit was the trial court’s interpretation of certain provisions of the Companies and Allied Matters Act 1990, and there was no substantial dispute of fact. He referred to Famfa Oil Ltd v. A.G., Federation 2003 18 NWLR Part 852 Page 453.

The learned counsel further contended that the appellant was not bound to institute the action solely through the process prescribed under Order 47 of the Federal High Court Rules supra. Again, like the first issue for determination above, the learned counsel for the respondent did not consider it necessary to respond to the argument under this issue. As with the said issue (1) I will deal with the argument, albeit rather briefly, as I don’t attach much premium to it either and I have already touched on the salient points. At this juncture I deem it necessary to peruse the content of the originating summons vis a viz the provisions of order 2 Rule 2 supra. Perusing the

questions sought to be determined, the reliefs sought and the provisions governing the commencement of the suit at hand, I am not convinced that it was a suit that deserved to be initiated vide that procedure. In the first place, it does not meet the requirement of 2(a) supra, as the sole or principal question in issue was not or was likely to be one of construction of any written law simpliciter, it has with it reliefs that are outside the purport of the said provision (a). in a situation like this, it is incumbent on the court to read the entire content of the originating summons i.e. the reliefs sought et al, to determine whether in fact a suit qualifies to be instituted under this process. Reliefs (viii) and (ix) supra are those that call to question the desiralibility or proprietary of commencing the suit by way of an originating summons’ Then sub rule (b) of order 2 Rule (2) supra which talks of an alternative situation when a litigant can come to court by way of originating summons. To determine if there is any unlikelihood of any substantial dispute of fact, the depositions in the supporting affidavit, and counter-affidavit is of material importance in this exercise. In the supporting affidavit, Mr. Promise Onyegbula inter alia deposed as follows:-

“(j) That the plaintiff/applicant through his counsel on the 10th day of September, 2003 and the 2nd day of October, 2003 respectively wrote the defendants/respondents complaining about the improper and unlawful rejection of the availability of the proposed names Attached and marked EXHIBITS 4 and 5 respectively are copies of letters written by the plaintiff/applicant’s counsel to the defendants/respondents.

(m) That one of the plaintiff/applicant’s counsel, Mr. Vigillus C. Akalazu informed me in chambers and I verily believed him that when the defendants/respondents failed to respond to the aforesaid letters, he went to the defendants’/respondents’ office where he traced the letters from the 1st defendants’/respondents’ office to the Director (Incorporated Trustees) of free to the desk of one Mr. Hillary at the ‘Incorporated Trustees Department and discovered that the said letters were not attended to with regard to the plaintiff’s complaints. Instead, the said Mr. Hillary informed the plaintiff’s/applicant’s counsel that it was the corporate policy of the 2nd defendant/respondent to reject corporate names embodying “INSTITUTE” and/or “BUREAU”.

(n) That the plaintiff/applicant’s counsel further informed me and I verily believed him that the words underlined and marked ‘NOT REGISTRABLE’ in the names sent in for processing of the application for “availability of name” were not prohibited nor restricted under Part C nor any other part of CAMA, or any law whatsoever applicable in Nigeria.”

I have already reproduced the salient depositions in the counter-affidavit earlier, and as can be seen from the depositions there is substantial dispute of fact which negates the provision of the said sub section (b) supra, that will necessitate the adducing of evidence in proof. The materials exhibited before the courts are not enough to dispose of the suit in the interest of justice, most especially in view of some of the reliefs sought. The position of the law in proceedings by way of originating summons are propounded by this court in so many cases. See N.B.N. Ltd v. Alakija 1978 9 and 10 SC- 59, Oloyo v. Alegbe 1983 2 SCNLR 35, and Shoboyede v. M.I.H. (W.H.) 1974 SC. 13. See also In Re Power, Lindsell v. Phillips (1985) 30 Ch. D 291.

For the foregoing reasoning I resolve this issue in favour of the respondents, and dismiss ground (4) of appeal to which it is married.

The submission of the learned counsel for the appellant under issue (3) supra is that the lower court should have reversed the decision of the trial court on the ground that the trial court, suo motu, raised and considered material issues in dismissing the substantive suit without affording the appellant the opportunity of being heard. He argued that where a court raises a point suo-motu due process requires that parties be given the opportunity of a hearing on the new points. See Kutu v. Balogun, Ejouhomu v. Edok-Eter Ltd, Adejoke v. Adibi and Oshodi v. Eyifunmi supra. The learned counsel first argued that in the instant case the trial court based its judgment on an issue it raised suo-motu, (without affording the parties the opportunity to be heard) particularly when it raised and considered the public policy implication of the proposed names and held as follows:-

“I am of the firm view, that on a calm and collected construction of the words making up the two alternative names proposed by the plaintiff, those two names are not registrable because –

(a) By section 30(1)(c) of CAMA, the names respectively – Are capable of misleading as to the nature or extent of the proposed company’s activities, and in addition, the names are offensive and are contrary to public policy; and

(b) By section 30(20)(a), the proposed name by the employment of the words making up the name suggests and is calculated to suggest that the company enjoys or would enjoy the patronage of the Government of the Federation or any of the states.

On that score, I find for the reasons adduced, supra, that the commission or the Registrar-General was justified in its or his decision that the Company is ‘unregistrable’ as per EXH 5 to the Originating Summons, “in the two (sic) names which the plaintiff suggested, that is:-

(a) Bureau of Corporate Governance or

(b) Institute of Corporate Governance; or

(c) Institute of Competition Policy and Corporate Governance”

The learned counsel for the respondents in their brief of argument replied that section 30 CAMA was first raised by the appellant in his argument at the trial court on 18th day of February, 2003, as is reflected on pages 24 – 26 of the printed record of proceedings. I will in the treatment of this issue refer to and reproduce some salient dispositions in the supporting and counter-affidavits of the parties. They are:-

“(a) That the plaintiffs/applicant’s counsel after reviewing the computer printouts attached to the rejected application forms sought to ascertain the reason why the applications were rejected by the defendants/respondents.

(n) That the plaintiff/applicant’s counsel further informed me and I verily believe him that the words underlined and marked ‘NOT REGISTRABLE’ in the names sent in for processing of the application for “availability of name” were not prohibited nor restricted under Part C nor any other part of CAMA, or any law whatsoever applicable in Nigeria”.

In the counter-affidavit, the following:-

“5. That the 2nd Defendant in the rejection took into account the provisions of Part of CAMA, legislation which it has the statutory duty to implement.

6. That none of the names proposed by the plaintiff is acceptable under Part C CAMA.
7. That Mr. Hillary Ekpo informed me and I verily believe him that the applicant had been informed early on the types of organization registrable under Part C of CAMA.”

Then in his address in court, the appellant’s learned counsel said inter alia:-

“We submit that the Defendants have not complied with the Act by refusing to register the proposal (sic) names that are not in conflict because, under section 30(1) certain names are prohibited by the law. We submit that the proposed names are not prohibited or restricted under the said section in or any section whatsoever under the Act. I further submit that the onus is on the Defendant to show the statutory basis on which it refused to register the proposed name. To discharge that onus, we submit that the Defendants right (sic) show that the names are restricted, prohibited or in conflict with the names of an existing corporation……….The issue then is whether ‘inter alia’ whether the Defendant has complied with this ministerial duty under section 30(1)(a)-(d); and section 30(2)(a) – (d) and section 673 (section 673)…………We have complied with the law, to the extent that we have complied with section 32 and the Defendant’s policy ……….”

At this juncture it is imperative that I look at the provision of the said repeatedly referred section (30) of the Companies and Allied Matters Act Cap. 59, 1990 Laws of the Federation of Nigeria which reads thus: –

“30(1) No company shall be registered under this Act by a name which –

(a) is identical with that by which a company in existence is already registered, or so nearly resembles that name as to be calculated to deceive except where the company in existence is in the course of being dissolved and signifies its consent in such manner as the Commission requires; or

(b) contains the words “Chamber of Commerce” unless it is a company limited by guarantee; or (c) in the opinion of the Commission is capable of misleading as to the nature or extent of its activities or is undesirable, offensive or otherwise contrary to public policy; or

(d) in the opinion of the Commission would violate any existing trade mark or business name registered in Nigeria unless the consent of the owner of the trade mark or business name has been obtained.”

A thorough examination of all the above materials before the learned trial court is bound to sway any co t in favour of the respondents. In the first place, the affidavits brought into fore, the fact that the names proposed by the appellant were subject to requirement of the said company law. The non compliance of which may lead to the names being prohibited also came to fore in the affidavits and issues were joined, on the registrability or other wise of the proposed name as is evidenced in the reproduced paragraphs of the two affidavits’ In this respect I can not fathom why the learned counsel for the appellant is making so much heavy weather of this aspect of the case, as if the question of the prohibition of the names just emerged out of the blues to spring into the learned trial judge’s mind to describe the proposed names the way she did. The learned counsel is clutching a straw in his agitation that the matter of the reason for the rejection of the proposed names was not existent, and that the trial judge suo-motu raised the issue in a bid to succeed in his appeal. Otherwise how can he consistently hammier on the fact that the issue did not form part of the suit before the trial judge. Another grouse of the appellant is the use of the words offensive to describe the names and that they are contrary to public policy. The latter forms part of the argument of the learned counsel for the appellant in his address, and it has been reproduced above. As for the use of the word ‘offensive’, surely, a trial judge is at liberty to use whatever word he or she wishes to use, as long as he or she does not go outside the ambit of an issue formulated before him, and in this case, the learned trial judge confined herself to the issue before her. A learned judge is not restricted or put in a straight jacket on the words or terms to use in order to explore the avenue to arrive at a just determination of a matter in controversy. Further more a judgment will not be reversed merely because certain words have been used by a learned judge or justice. See Selimonu v. The State 1972 2 SC. 13.

In addition, when one peruses carefully the definitions of the words “Bureau”, and “Institute” as provided by learned counsel for the respondent in his address, (to be found in page 28 of the printed record) should convince any reasonable person that the learned trial Judge did not go off course, or on a wild goose chase (so to say). Furthermore, the learned trial judge did not invoke the provision of section 30 of CAMA into the matter herself. That provision repeatedly came up in the counsel’s addresses in court.

After the arguments canvassed by the learned counsel for the appellant on the complaint and issue of the learned trial Judge raising issues suo – motu had been painstakingly considered by the learned trial judge’ the court below made the following finding:-

“I would posit here and now that the learned trial judge was at liberty to conduct the trial in her own style with due regard to the issues at stake and the related laws including procedural ones. I see nothing in that process for which I would want to interfere with either her findings or decision since no miscarriage of justice occurred or there being even a suspicion that the evidence was not properly evaluated”.

I fully subscribe to the above finding and I disagree that the court erred in that respect. In the circumstance I resolve the issue in favour of the respondents, and I dismiss ground (1) of appeal.

Now to the last issue. Again, the argument covering this issue is interwoven with the argument proffered in respect of the above issues. The quarrel of learned counsel for the appellant here is that the respondents did not adduce evidence on the reason for their decision to reject the names proposed by the appellant and he referred to the depositions in the counter-affidavit. The learned counsel further attacked the learned trial court’s findings (which the lower court refused to reverse) that the appellant employed the wrong procedure by filing an application for name reservation instead of simply applying for registration under section 674 of CAMA. It is learned counsel’s submission that the trial court misconceived the issues, as the procedure undertaken by the appellant is proper and indeed provided by section 32 of CAMA. The learned counsel further submitted that under Part C in particular and the act generally, the respondents’ rejection of the appellant’s ‘name availability’ as not registable was improper and accordingly, the learned court erred in upholding that decision.

According to the learned counsel for the respondents in their brief of argument, the appellant sought to register the three names already reproduced supra, pursuant to Part C of CAMA, particularly section 673(1) which provides as follows:

“Where one or more trustees are appointed by any community of persons bound together by custom, religion, kinship, or nationality or by anybody or association of 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 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.”

It is on record that the appellant in paragraphs (o) and (p) of his supporting affidavit deposed thus:-

“(o) That given the privatization policy of the present Government which is aimed at transiting the Nigerian economy from its present economy, there is need for the incorporation under Part C of CAMA of an association under any of the corporate names proposed by the plaintiff/applicant to articulate and nurture optimal rules relating to corporate governance and competition Policy.

(p) That this agenda can only be achieved through the approval of the same availability relating to the proposed names”

The learned counsel for the respondents has argued that section 673(1) CAMA does not articulate or prescribe registration of anybody, community or association for economic policy matter to articulate and nurture optimal rules relating to corporate governance and competition policy. He argued that the operative words for the proposed names as ‘Bureau’ and “Institute” in their ordinary meanings are not synonymous or co-terminus with the words ‘community of persons bound together by custom’ religion’ kinship or nationality etc: as envisaged by the said section 673 supra. According to learned counsel the words ‘Bureau’ and ‘Institute’ are defined by the Black’s Law Dictionary 6th Edition as follows:-

“Bureau” – An office for transaction of business’ A name given to the several departments of the executive or administrative branch of government or their divisions’

‘Institute’- An act of instituting, something that is instituted.”

Indeed, paragraph (i) of the supporting affidavit confirms that the proposed registration would be under Part C of CAMA as is so reflected. For better understanding. I will reproduce the deposition here below. It reads:-

(i) That the incorporation under Part C of CAMA of an association or body knowledgeable in corporate governance and related issues will not only serve as an avenue for articulating, collecting and collating diverse input in corporate governance policy issues but will also serve as a platform for constructive intellectual debates concerning the transition of the Nigerian economy from a public enterprise – dominated to a market oriented economy.”

At this juncture I will reproduce the salient provisions of Part C mentioned in the above deposition’ They are:-

‘673(I) Where one or more trustees are appointed by a community of persons bound together by custom, religious, kinship or nationality or any body or association of persons established for 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 herein after provided for registration under this PART of this Act as a corporate body.

(2) Upon being registered by the Commission the trustees shall become a corporate body in accordance with the provisions of section 679 of this Part of this Act.

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”.

It is clear from the above reproduced depositions and the provisions of the laws (when both are read together) that the appellant applied under part C, but the purport or objective of the association as set out in paragraph (i) supra does not corrolate with the purport in section 673 of CAMA supra. The correct position therefore is that if the appellant was applying for registration under part ‘C’ then the provision in part ‘C’ has to be complied with. One must also not over look the fact that the proposed corporate body’s name is contained in the forms exhibited to the supporting affidavit, even though without the words ‘Incorporated Trustees’ was not added to the proposed names, thus the provision in 67a(1)(a) supra was not complied with. I will also state categorically here that Part C does not contain any provision for the requirement of the submission of availability of name. Having made the above revelations I will now go to section 32 of CAMA which the learned counsel for the appellant emphasized he adhered to and complied with. The said section 32 provides the following:

“32(1) The Commission may, on written application and on payment of the prescribed fee reserve a name pending registration of a company or a change of name by a company”.

Agreed that the documents exhibited talks about reservation and availability of names. That does not however debar the respondents from rejecting the proposed names as they did. The provision does not connote automatic reservation of proposed names by the respondent. It vests a discretionary power on the commission, and the power being discretionary can be exercised by the commission either in favour of the appellant or against him, as it has actually done in this case. The heavy weather made by the learned appellant’s counsel on the various findings made by the trial judge (which he has consistently attacked) are not of substance materially to be worthy of reversing the judgment of the Court by the Court of Appeal. It is not every mistake or slip that will warrant the disturbance of a judgment. In this vein, I resolve this last issue in favour of the respondents’ and so dismiss ground (2) of appeal related to it.

In this appeal there are concurrent findings by two lower courts, and the law is trite that such concurrent findings of fact by two lower courts will not ordinarily be interfered with by this court, unless the findings are perverse, not supported by credible evidence, and they resulted in miscarriage of justice or violation of some principles of procedural and substantive law. See Nwadike v. Ibekwe 1987 4 NWLR part 67 page 718; Onwugbufor v. Okoye 1996 SCNJ 1, and Enang v. Adu 1981 11 – 12 SC. 25.

In the light of the above discussions I find no merit whatsoever in this appeal, and I dismiss it in its entirety. I affirm the judgment of the lower court and I assess costs at N50,000.00 in favour of the respondents against the appellant.

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SC.204/2005