FRANCIS ADESEGUN KATTO VS CENTRAL BANK OF NIGERIA
June 27, 2025DR E.J. ESENOWO VS DR I. UKPONG & ANOR
June 27, 2025Legalpedia Citation: (2022-04) Legalpedia 33732 (SC)
In the Supreme Court of Nigeria
Holden at Lagos
Fri May 7, 1999
Suit Number: SC 117/1994
CORAM
S.M.A. BELGORE, JUSTICE SUPREME COURT
A.B. WALI, JUSTICE SUPREME COURT
A.I. IGUH, JUSTICE SUPREME COURT
S.O. UWAIFO, JUSTICE SUPREME COURT
E.O. AYOOLA, JUSTICE SUPREME COURT
PARTIES
INTERNATIONAL AGRICULTURE INDUSTRIES (NIGERIA) LIMITED
OKORIE ONYEMANWA OKORIE
APPELLANTS
CHIKA BROTHERS LIMITED
RESPONDENTS
AREA(S) OF LAW
COMPANY LAW PRACTICE – MINUTE BOOK TO BE INADMISSIBLE IN EVIDENCE – WHAT MUST BE PROVED.
SUMMARY OF FACTS
The appellant were defendants at the trial court. In cross examination of the witness to the plaintiff/respondent, he sought to tender a minute book of the plaintiff through him. It was objected to as by the plaintiff’s counsel as not in compliance with section 382 of the Companies Act, 1968. It was upheld by the trial court and on appeal. The defendants/appellants have now appealed to the Supreme Court.
HELD
In allowing the appeal the Supreme Court held Per Belgore JSC taking the issues for determination together held:
That the minute tendered but rejected by the trial court did not offend the provisions of section 382 (1) and (2) of the Companies Act, 1968 which amongst other things states the grounds upon which a minute book may be inadmissible to be falsification. Since, this was not alleged the minute book pass the test of admissibility enshrined in section 382(2) of the Companies Act, 1968.
ISSUES
1. Whether the decisions in (a) Hearts of Oak Assurance Co. Ltd. v. James Flower & Sons. (1936) Ch. 76 (b) Onwuka v. Taymani & 6 Ors., (1968) ALR Commercial 313(3), (c) Oruwari & Ors. v. Okunna & Ors. Suit No. FRC/L/77/74(unreported) were rightly followed and applied to the instant case considering that these decision were based on Section 120 of the Companies Act, 1926, of the United Kingdom and Section 73 of the former Companies Act, Cap. 37 of the Laws of the Federation of Nigeria which have no similar provision as section 382 of the Companies Act of 1968.
2. Whether the trial court could not have examined the minute book to conclude whether or not the minutes book was open to falsification just as it did when it came to the conclusion by physical examination that the minutes book contained pasted loose sheets?
3. Whether section 90 of the Evidence Act was not applicable in matters relating to the Companies Act, (1968)?
RATIONES DECIDENDI
REJECTION OF A MINUTES BOOK – HOW PROVED
“Before a book is rejected as minutes book, there must be raised an objection as to its admissibility, challenging its authenticity either as to falsification, or tampering, or not being in the proper form or that the book totally fails to answer the requirements of S. 382(2) Companies Act. 1968. To simply assert that it did not answer the requirements of the section without more, is not enough; specific acts of non-conformity with the subsection must be pointed out. What transpired before the trial Court as quoted earlier on certainly fell short of the requirements needed before the rejection of the book”. (Per S.M.A.BELGORE, J.S.C).
ONUS IS ON THE EMPLOYEE INCOPLAINR OF WRONGFUL TERMINATION OF EMPLOYMENT
‘It is the law that when an employee complains that his employment has been wrongfully terminated, he has the onus, first, to place before the court the terms of the contract of employment and, second, to prove in what manner the said terms were breached by the employer. It is not in principle for the employer who is a defendant to an action brought by the employee to prove any of these’- Uwaifo, JSC
WHAT THE COURT WILL LOOK AT IN DECIDING THE RIGHTS AND OBLIGATIONS IN A WRITTEN OR DOCUMENTED CONTRACT OF SERVICE
‘Therefore, in a written or documented contract of service, the court will not look outside the terms stipulated or agreed therein in deciding the rights and obligations of the parties’- Uwaifo, JSC
ON WHEN THE SUPREME COURT CAN HEAR A MATTER ON APPEAL
‘The implication is that it can only hear and resolve a matter on appeal from an appeal from that court on an issue over which it has reached a decision’:- Uwaifo, JSC
CASES CITED
1. Legal & General Life Ass. Co. V Gill (1878) 4 OVR 204
2. Donohoe v. Joynton Smith (1948) 22 ALJ 62
3. Hearts of Oak Assurance Company Ltd. v. James Flower & Sons. (1936) Ch. D. 76.
4. Onwuka v. Taymani & Ors. (1968) 2 ALR (Commercial) 310.
STATUTES REFERRED TO
1. The Companies Act (Cap. 37) Law of Nigeria 1958.
2. The Companies Act 1968.
3. The Companies Act, 1926, of the United Kingdom
