CORAM

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S.O. UWAIFO, JUSTICE, SUPREME COURT.

S.O. UWAIFO, JUSTICE, SUPREME COURT.

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PARTIES

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CORPORATE AFFAIRS COMMISSION APPELLANTS

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UNITED BANK FOR AFRICA PLC & 5 ORS RESPONDENTS

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AREA(S) OF LAW

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SUMMARY OF FACTS

The Plaintiff/Appellant a regulatory body established pursuant to the Companies and Allied Matter Act 2004 instituted an action against the Defendants/Respondents at the Federal High Court, Lagos Division, for failure to comply with the directives given to them. The Plaintiff/Appellant demanded from the Defendants/Respondents records of all loan transactions and documentation between the banks and public and private companies between 1st January, 2008 and 31st December, 2010. The Defendants/Respondents failed to comply with the demand on ground that compliance with such demand would be a breach of their confidentiality duty owed to their customer and also that the Plaintiff/Appellant failed to obtain a court order in that respect hence an action at the trial court wherein the Plaintiff/Appellant sought for some reliefs. At the conclusion of the trial, the court granted two reliefs but declined to grant the third relief which is an “order directing the Defendants/Respondents to comply with the inspection exercise schedule of the Plaintiff/Appellant by supplying the information sought by the Plaintiff/Appellant”. Aggrieved with the judgment of the trial court, the Plaintiff/Appellant has appealed to the Court of Appeal.

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HELD

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Appeal Allowed

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ISSUES

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“Whether the Appellant has the power to carry out an investigation of the affairs of the 4th Respondent or any company under Section 315(1) and (2) of the Companies and Allied Matters Act, Cap C20 Laws of Federation of Nigeria, 2004 without first obtaining a court order?”

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RATIONES DECIDENDI

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INTERPRETATION OF THE PROVISIONS OF A STATUTE – DUTY OF THE COURT IN INTERPRETING THE PROVISIONS OF A STATUTE

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“It is settled that the duty of the court to interpret the provisions of a statute in the clear tenor of the words contained in it. In Kraus Thompson Org. v. N.I.P.S.S [2004] 17 NWLR (PT 901) 44; (2004) LPELR – 171 (SC) pp. 11 – 12, paras G – B, the Supreme Court, per TOBI, JSC held: “By the doctrine of separation of powers, it is the constitution function of the Legislature to make laws, including amendment and revocation and our duty in the judiciary is to interpret the amendment or revocation to achieve the intention of the Legislature. Where the intention of the Legislature is clear and unambiguous, courts of law must so interpret the provisions of the legislation. We cannot go outside the legislation in search for greener pastures for one of the parties…. Similarly, in Adesanoye & Ors v Adewole [2006] 14 NWLR (PT 1000) 242; (2006) LPELR – 143 (SC), 27, paras A – E, the learned Justice of the Supreme Court re-echoed: “Where provision of a statute or rule of court is clear, the duty of the court is to interpret the clear provision by giving the plain wordings their ordinary interpretation without more. It is not the function of a court of law to sympathise with a party in the interpretation of a statute merely because the language of the statute is harsh or will cause hardship. That is not the Junction of the court. That is rather the Junction of the legislature. It is apparent therefore that in interpreting the provisions of section 314 and 315 of CAMA, the court should endeavour to construe the provisions in such a way as to discern the real intention of the draftsman.” PER A. O. OBASEKI-ADEJUMO, J.C.A INTERPRETATION OF WORDS USED IN A STATUTE – INTERPRETATION OF “SHALL” AND “MAY” IN SECTIONS 314(1) AND 315(1) OF THE COMPANIES AND ALLIED MATTER ACT “While the use of the word ‘SHALL’ in section 315(1) presupposes the mandatory requirement of a court order by the Commission before it can appoint inspectors, the use of the word ‘MAY’ in section 314(1) and 315(1) presupposes the permissive discretion granted in favour of the Appellant subject to certain conditions prescribed thereunder”. PER A. O. OBASEKI-ADEJUMO, J.C. AINVESTIGATING THE AFFAIRS OF A COMPANY – WAYS OF INVESTIGATING THE AFFAIRS OF A COMPANY
“Construction of the combined provision of section 314 and 315 of the Companies and Allied Matters Act is that there are three ways and manner by which inspectors who are saddled with the responsibilities of investigating the affairs of a company. These include: (1) Appointment of inspectors on application of members of a company or the company itself under section 314(2); (2) Appointment of inspector(s) by order of court under section 315(1) and; (3) Appointment of inspector(s) by the Commission on its own motion (that is, the Appellant) under section 315(2). See J. OROJO, Company Law and Practice in Nigeria, 5th Edition, LexisNexis Butterworths, 2008, p. 221. See also J.E.O. ABUGU, in Principles of Corporate Law in Nigeria, Lagos: MIJ Professional Publishers Limited, 2014, 659 – 660.” PER A. O. OBASEKI-ADEJUMO, J.C.A COURT – FUNDAMENTAL DUTY OF THE COURT
“It has been said, as a matter of fact and law that the primary duty of a judge is to expound and not to expand the law. In any case, the fundamental duty of the court is to bring to the fore, the intention of the legislature as expressed in a statute and nothing more. In Amaechi v. INEC [2008] 5 NWLR (Pt 1080) 227 SC; (2008) LPELR – 446 (SC), MOHAMMED, JSC stated. “It is certainly not the duty of a Judge to interprete a statute to avoid its consequence. The consequences of a statute are those of the legislature, not the Judge. A Judge who regiments himself to the consequences of a statute is moving outside the domain of statutory interpretation. He has by that conduct engaged himself in morality which may be against the tenor of the statute and therefore not within his judicial power.” Similarly, GALADIMA, JSC reiterated in Aromolaran v. Agoro (2014) LPELR – 24037 (SC) p. 25, paras. B – F, thus: “I must say that the duty of the court is to interprete the words contained in the statute and not to go outside the clear words in searching of an interpretation which is convenient to the court or to the parties in the process of interpretation. The court will not embark on a voyage of discovery. Where a statute is clear and unambiguous, as this case, this court will follow the literal rule of interpretation where the provision of the statute is clear and no more. In the case of Adewunmi v. A.G. Ekiti State (2002) 2 NWLR (Pt. 751) 474, WALI JSC said at page 512: “In cases of statutory construction the court’s authority is limited. Where the statutory language and legislative intent are clear and plain, the judicial inquiry terminates there.” –

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CASES CITED

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Not Available

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STATUTES REFERRED TO

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Companies and Allied Matters Act, Laws of the Federation of Nigeria, 2004United Kingdom Companies Act, 1948|

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