CORAM

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TASLIM O. ELIAS, JUSTICE SUPREME COURT

TASLIM O. ELIAS, JUSTICE SUPREME COURT

TASLIM O. ELIAS, JUSTICE SUPREME COURT

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PARTIES

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1. INTERNATIONAL STANDARDS SECURITIES LTD2. MR. LERE M. AYANWOLA APPELLANTS

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ELIPET NIGERIA LIMITED RESPONDENTS

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AREA(S) OF LAW

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SUMMARY OF FACTS

The Claimant/Respondent filed an action at the High Court of Lagos State  against the Defendants /Appellants seeking the following reliefs: delivery up to the Claimant 7,159,908 units of UAC of Nigeria Plc shares and all bonuses issued since 1996, an account of all dividends received or payable on the 7, 159,908 UAC Nigeria Plc ordinary shares from 1995 to date, an order directing the Defendants to pay over to the Claimant the sum ascertained to be due as dividends on the aforesaid account with interest at the rate of 21% per annum from April 16th 1995 until payment and N 10,000,000.00 (Ten Million Naira) as general damages for conversion, conspiracy and fraud. The Defendants/Appellants in response filed their statement of defence and a notice of preliminary objection challenging the jurisdiction of the Court to hear the matter. The Claimant/Respondent in turn filed its written address in opposition to the notice of preliminary objection. The learned trial Judge of the lower Court heard the preliminary objection and delivered his ruling wherein he dismissed the preliminary objection and assumed jurisdiction to entertain the matter. Aggrieved by the ruling, the Defendants/Appellants filed a Notice of Appeal 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 learned trial judge was right when she held that the Investments and Securities Act seeks to oust the jurisdiction of the State High Court donated to it by Constitution, and therefore inconsistent with the Constitution?    Whether the learned trial judge was right to dismiss the Appellants’ Preliminary Objection and therefore assumed jurisdiction to entertain the matter

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RATIONES DECIDENDI

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INVESTMENT AND SECURITIES ACT- WHETHER THE JURISDICTION OF THE INVESTMENT AND SECURITIES TRIBUNAL IS OF CONCURRENT NATURE WITH STATE HIGH COURT

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“In Ajayi v SEC (supra) this court held that when section 274 and 284 of the ISA is read together and in context, it will be apparent that the Act vest the adjudication of matters arising from operation of the Investments and Securities Act within the jurisdiction of the Investments and Securities Tribunal (IST). The jurisdiction of the IST is not of concurrent nature with the State High Court. In other words, the jurisdiction vested by the sections in the IST is exclusive.<foo< p=””></foo<>

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ISSUE OF JURISDICTION- THE ISSUE OF JURISDICTION IS SO IMPERATIVE THAT IT CAN BE RAISE AT ANY STAGE

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“Instructively, the issue of jurisdiction is not only a notorious one but it is so fundamental to the adjudicatory competence of a court or tribunal. Where a court embarks upon a decision in any given matter without the requisite jurisdiction, that decision is null and void, and liable to be set aside. The issue of jurisdiction is so imperative that it can be raised at any stage of the trial and at any point in time, either at the trial or on appeal in the Court of Appeal, or even for the first time in Supreme Court. Due to its fundamental nature thereof, the issue of jurisdiction need not necessarily be raised suo motu by parties alone. It can be raised even by either the trial or appellate court itself. See Kotoye V Saraki [1994] 7 NWLR (PT 357) 414; Madukolu V Nkemdilim (1962) 2 SC NLR 341.” PER A.O. OBASEKI- ADEJUMO, J.C.A<foo< p=””></foo<>

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CAPITAL MARKET REGULATION- HISTORICAL ANALYSIS OF LAWS AND BODIES WHICH REGULATES THE CAPITAL MARKET IN NIGERIA.

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“Prior to 1988, regulation of the capital market was by way of self-regulatory mechanisms and other piece-meal legislations such as Lagos Stock Exchange Act, 1961; Companies Act, 1968 and subsequently, the Securities and Exchange Commission Act, 1988 which established the SEC as the apex regulatory body. On the 26th day of May, 1999, shortly before transition to civilian regime, the Military Government passed Decree No 45 of 1999 to regulate investment and securities matters in Nigeria and as well as matters connected therewith. Same was repealed in 2007 and replaced by an Act of the National Assembly, that is, the Investments and Securities Act (ISA), 2007 and by section 274 thereof, the Investments and Securities Tribunal (IST) was established with exclusive jurisdiction on matters conferred thereupon. Section 274 states:
“274 There is established a body to be known as the Investments and Securities Tribunal (in this Act referred to as “the Tribunal”) to exercise the jurisdiction, powers and authority conferred on it by or under this Act.”
The Act does not just create the Tribunal and leave the determination and extent of its jurisdiction at the mercy of legal elements. Section 284 of ISA gives detailed incidences of disputes between parties in which the tribunal shall have jurisdiction to entertain exclusively.” PER A.O. OBASEKI- ADEJUMO, J.C.A<foo< p=””></foo<>

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INTERPRETATION OF STATUTE- INTENTION OF THE LAW MAKERS IN CONFERRING EXCLUSIVE JURISDICTION ON THE TRIBUNAL OVER CAPITAL MARKET MATTERS

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“Furthermore, what is the intention of the law makers and what is the mischief sought to be cured by conferring exclusive jurisdiction on the tribunal? See Ifueze V Mbadugha & Anor (1984) ALL N.L.R.256; Onyeanusi V Misc. Offences Tribunal (2002) LPELR – 2066 (SC).Ugwu & Anor V Ararume & Anor (2007) 4 SC (Pt1) 88. It is to create a highly specialized speedy disposition of matters and expansive jurisdiction over capital market matters, to warehouse all issues relating to capital markets under a single roof for sanctity in the market and to the market to remain attractive to both local and foreign investors and ultimately for monitoring and enforcement.” PER A.O. OBASEKI- ADEJUMO, J.C.A<foo< p=””></foo<>

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JURISDICTION OF COURT- COURT CONFERRED WITH JURISDICTION TO ADJUDICATE ON MATTERS ARISING FROM THE COMPANIES AND ALLIED MATTERS ACT

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“In simple terms, it is the Federal High Court by virtue of the jurisdiction conferred upon it
by the National House of Assembly under the Constitution, that has the exclusive jurisdiction to entertain matters that arise from the administration of the CAMA. This position of law has been
emphasized in the Supreme Court case of Adetona & Ors. V. Igele General Enterprises (2011) LPELR-159 (SC) at PAGE 12-14” PER A.O. OBASEKI- ADEJUMO, J.C.A<foo< p=””></foo<>

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JURISDICTION OF THE HIGH COURT- JURISDICTION OF THE HIGH COURTOF THE STATES VIS-A VIS JURISDICTION OF THE FEDERAL HIGH COURT

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“Before moving further, I do not think that there is any doubt or contention as to the dictates of Section 272(1) of the Constitution, vesting jurisdiction in the High Court of the States, is subject to the provisions or wordings of section 251 of the Constitution. In other words, both parties have shown through their arguments that they agree with the position that the jurisdiction of the State High Court cannot be appreciated until section 272 is juxtaposed with Section 251 of the Constitution. This position has been long settled by the Apex Court per Uwaifo J. in the case in NDIC v. Okem Enterprise Ltd.& Anor (2004) 10 NWLR (Pt. 880) 107 at page 183 paragraphs E-H, where he held thus:
“The High Court of a State can only exercise jurisdiction in any aspects of such specified matters to the extent that the proviso in Section 251 (l)(d) permits. The said proviso cannot be interpreted to have the effect of conferring exclusive jurisdiction of the State High Courts and taking away the jurisdiction of the Federal High Courts…” PER A.O. OBASEKI- ADEJUMO, J.C.A<foo< p=””></foo<>

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UNIT TRUST SCHEME – DEFINITION OF UNIT TRUST SCHEME – SECTION 315 OF THE INVESTMENT AND SECURITY ACT

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“any arrangement made for the purpose, or having the effect, of providing facilities for the participation by persons as beneficiaries under a unit trust, in profits or income arising from the acquisition, holding, management or disposal of securities or any other property”.
– PER A.O. OBASEKI- ADEJUMO, J.C.A<foo< p=””></foo<>

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CAUSE OF ACTION – APPLICABLE LAW TO A CAUSE OF ACTION

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“Meanwhile, the law applicable therefore is the law in force at the time of cause of action arose and the law relating to jurisdiction of which court to hear it is the prevailing in force at the time of institution and trial of the action and the law in both may not co-exist. See: Okonkwo & Ors V Okonkwo (2010) LPELR – 9357 (SC); Adah v NYSC [2004] 13 NWLR (Pt 891) 639; Utih V Onoyivwe [1991] 11 NWLR (Pt 116); Uwaifo v A-G Bendel (1982) 7 SC 236.” PER A.O. OBASEKI- ADEJUMO, J.C.A<foo< p=””></foo<>

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EXCLUSIVE LEGISLATIVE LIST –POWER OF THE NATIONAL ASSEMBLY TO LEGISLATE ON MATTER IN THE EXCLUSIVE LEGISLATIVE LIST

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“The National Assembly has been vested with the constitutional power to create laws that are itemized in Part 1 of the Second Schedule of the Constitution. For the sake of clarity, the Exclusive Legislative List, as the name connotes, contains areas reserved for only the National Assembly to legislate upon.” PER A.O. OBASEKI- ADEJUMO, J.C.A<foo< p=””></foo<>

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CASES CITED

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STATUTES REFERRED TO

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Companies Act, 1968

Constitution of the Federal Republic of Nigeria, 1999 (as amended)

Federal Revenue Court Decree No. 13 of 1973

Investment and Securities Decree No. 45 of 1999.

Investments and Securities Act (ISA), 2007

Lagos Stock Exchange Act, 1961.Securities and Exchange Commission Act, 1988

Trade Disputes Acts LFN 1990

 

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