CORAM
PARTIES
KAMAR RAJI ESQ. (Trading under the name & style of Kamar Raji & Co.) APPELLANTS
TRUCK SABINOS NIGERIA LTD RESPONDENTS
AREA(S) OF LAW
SUMMARY OF FACTS
The Appellant had by action at the Federal High Court, claimed a declaration that the unilateral termination of the retainership agreement between the Appellant and the Respondent as solicitor and client, respectively, in the running of the corporate affairs/engagements of the Respondent was wrongful and occasioned pecuniary damages of N300,000 annual retainer fee, N75,000 being the 4th quarter 2006 retainer fee and N400,000 being general damages for the breach of the retainership agreement together with N200,000 being cost of the action. The court below held on the threshold of the proceedings that it had no jurisdiction to entertain the action but refused to transfer the action to the High Court of Lagos State on the ground that that court too had struck out the matter believing it lacks the jurisdiction to entertain it. The counter claim, which the court below held was in negligence, was also struck out for lack of jurisdiction. The Appellant being dissatisfied with the decision of the court below has filed a notice of appeal.
HELD
Appeal Dismissed
ISSUES
None
RATIONES DECIDENDI
ISSUE OF JURISDICTION – GUIDING PRINCIPLES IN DETERMINING THE JURISDICTION OF COURT
“In determining the issue of jurisdiction it is well that the court should be guided by these parameters set out by the Supreme Court in Africa Newspapers of Nigeria Ltd. and Ors. v. The Federal Republic of Nigeria (1985) 2 NWLR (pt.6) 137 at 159 – 160 –
“1.Judges ought not to encroach or enlarge their jurisdiction because by so doing the Courts will be usurping the funtions of the Legislature – per Holt C.J. in Ashby v. White (1703) Lord Raym938.
2.Nothing shall be intended to be out of the jurisdiction of the Superior Court, but that which specifically appears to be so; and on the contrary, nothing shall be intended to be within the jurisdiction of an inferior Court but that which is so expressly alleged: Peacock v. Bell and Kendall (1667)1 Sound 74.
3.Although the Courts have great powers yet these powers are not unlimited. They are bound by some lines of demarcation – Abbott, C.J. The King v. Justices of Devon (1819)1 Chit Rep. 37.
Courts are creatures of Statutes and the jurisdiction of each court is therefore confined, limited and circumscribed by the Statute creating it.
4.The Court is hot hungry after jurisdiction – Sir Williams Scott. The Two Friend (1799). I.C. Rob. Ad Rep. 280.
5.Judges have a duty to expound the jurisdiction of the Court but it is not part of their duty to expand it – Kekewich J. in In re Montagu (1897) LR.1 C.D. (1897) p.693.
6. A Court cannot give itself jurisdiction by miscontruing a Statute – Pollock, B. Queen v. County Court of Lincolnshire and Dixon (1897 L.J. (N.S.)57 Q.B.D. 137).”
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JURISDICTION OF COURT – DETERMINANT OF THE JURISDICTION OF COURT
“The jurisdiction of the court is determined by the subject matter of the main action and not the claim relating to ancillary relief which depends on the primary claim vide Western Steel Works Ltd. v. Iron and Steel Workers Union of Nigeria (1987) NWLR (pt.49) 284.” –
COMPANIES AND ALLIED MATTER ACT – WHETHER A CONTRACTUAL RELATIONSHIP BETWEEN A COMPANY AND ITS EMPLOYEES AND CLAIM FOR RECOVERY OF COMPANY DEBTS ARE MATTERS ARISING FROM THE OPERATION OF COMPANY AND ALLIED MATTERS ACT
“Actions founded on a contractual relationship between a company and its employees and claim for recovery of debts though concerning a company are not matters arising from the operation of CAMA or any other enactment relating to CAMA or regulating the operation of companies incorporated under CAMA which is outside the jurisdiction of the Federal High Court as enshrined in section 251(e) of the 1999 Constitution.” –
JURISDICTION OF THE FEDERAL HIGH COURT – SCOPE OF THE JURISDICTION OF THE FEDERAL HIGH COURT
“Section 251(e) of the 1999 Constitution which is germane to the present case states that the court below shall have exclusive jurisdiction in civil causes or matters arising from the operation of CAMA and any other enactment replacing that Act or regulating the operation of companies incorporated under the CAMA. In the other subsections of section 251 of the 1999 Constitution the framers of the Constitution used the phrases “pertaining to” or “connected with” which are wider in scope than the words “arising from the operation” of CAMA and “regulating the operation” of companies incorporated under CAMA. Section 251(e) of the 1999 Constitution is thus restrictive and narrower than the other subsections of section 251 of the 1999 Constitution and will, in effect, receive strict interpretation sticking to the narrow words used therein to confer exclusive jurisdiction on the court below. It has to be so because the court espouses, not expands, its jurisdiction by the art of construction of the provisions of the Constitution or of an enactment”.
REGISTER OF SECRETARIES – SECTION 292(1) COMPANY AND ALLIED MATTERS ACT, 2004
“Section 292(1) of CAMA requires every company to interalia keep a register of secretaries. Subsection (2)(i) defines a company to include anybody corporate incorporated in Nigeria showing private and public companies registered under CAMA by the Corporate Affairs Commission (C.A.C.) must have secretaries. When it comes to removal of a secretary section 296(2) of CAMA confines the said removal to a public company”.
COMPANY – MEANING AND CATEGORIES OF A PRIVATE AND PUBLIC COMPANY
Section 567 of CAMA (interpretation section) states that a private company has the meaning assigned to it by section 22(1) of CAMA thus –
“A private company is one which is stated in its memorandum to be a private company”.
That there are two categories of private and public companies recognized by section 21(2) of CAMA thus –
“A company of any of the foregoing types may either be a private company or public company.”
Section 24 of CAMA defines a ‘public company’ thus –
“Any company other than a private company shall be a public company and its memorandum shall state that it is a public company”.
CONTRACT OF EMPLOYMENT – WHETHER THE FEDERAL HIGH COURT HAS JURISDICTION TO ENTERTAIN AN ACTION FOUNDED ON CONTRACT OF EMPLOYMENT
“The suit being a matter of simple contract of employment and a claim for damages arising from alleged wrongful termination of the contract the Federal High Court does not have the jurisdiction to entertain it vide Lee and Ors. v. Okoye and Anor. (2012) All FWLR (pt.549) 1099.
JURISDICTION OF THE NATIONAL INDUSTRIAL COURT – EXCLUSIVE JURISDICTION OF THE NATIONAL INDUSTRIAL COURT ON LABOUR AND EMPLOYMENT MATTERS
“Section 254C(1)(a) of the Third Alteration Act 2010 amending the 1999 Constitution reads –
254C-( I) Notwithstanding the provisions of sections 251, 257, 272 an anything contained in this Constitution and in addition to such other jurisdiction as may be conferred upon it by an Act of the National Assembly, the National Industrial Court shall have and exercise jurisdiction to the exclusion of any other court in civil cases and matters-
(a) relating to or connected with any labour, employment, trade unions, industrial relations and matters arising from workplace, the conditions of service, including health, safety, welfare of labour, employee, worker and matters incidental thereto or connected therewith;”
So labour and employment matters are now within the exclusive jurisdiction of the National Industrial Court vide Coca-Cola Nig. Ltd. v. Akinsanya (2017) 17 NWLR (pt.1593) 74, Skye Bank Plc v. Iwu (2017) 16 NWLR (pt.1590) 24 and section 254C(1)(a) of the 1999 Constitution.”-
CONTRACT OF EMPLOYMENT – WHETHER THE FEDERAL HIGH COURT IS EMPOWERED TO TRANSFER ACTIONS FOUNDED ON CONTRACT OF EMPLOYMENT TO THE NATIONAL INDUSTRIAL COURT WHERE IT LACKS JURISDICTION
“By way of footnote there has not been an amendment of section 22(2) of the Federal High Court Act to accommodate the National Industrial Court. So, for labour/employment matters of this nature when found not to be within the jurisdiction of the Federal High Court in cases filed in the Federal High Court after the coming into force of section 254C of the (Third Alteration) Act, 2010 amending the 1999 Constitution cannot be transferred by the Federal High Court to the National Industrial Court which now has the exclusive original jurisdiction in such matters.
CASES CITED
Not Available
STATUTES REFERRED TO
Company and Allied Matters Act, 2004|Constitution of the Federal Republic of Nigeria, 1999 (Third Alteration Act 2010)|Court of Appeal Act, 2004, as amended|Federal High Court Act|National Industrial Court Act|