CORAM

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JIMI OLUKAYODE BADA JUSTICE, COURT OF APPEAL ABDULLAHI MAHMUD BAYERO JUSTICE, COURT OF APP

ABUBAKAR SADIQ UMAR JUSTICE, COURT OF APPEAL

ABDULLAHI MAHMUD BAYERO JUSTICE, COURT OF APPEAL

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PARTIES

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1. MR BENSON OKUDILI MOMAH

2. MRS FLORENCE MOMAH APPELLANTS

3. MISS PRINCESS MEKWUNYE

 

APPELLANTS 

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1. THE SECURITIES AND EXCHANGE COMMISSION

2. ECOBANK NIGERIA LIMTED  RESPONDENTS

3. ECOBANK TRANSNATIONAL INCORPORATED (ETI)

RESPONDENTS 

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AREA(S) OF LAW

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APPEAL, BANKING LAW, CAPITAL MARKET, COMPANY LAW, CONSTITUTIONAL LAW, PRACTICE AND PROCEDURE

 

 

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SUMMARY OF FACTS

The first Respondent in the exercise of its duties issued directives in the form of E-dividend mandates which were to come into effect in 30th June 2017 but were relaxed and extended to 31st December of the same year in response to the pleas of people to be afforded ample time to comply with the new directives.

The Appellants viewed this directive which regulates the procedure for the payment of dividends as a violation of their rights and contractual terms and asked the Investment and Securities Tribunal (the lower court) to make declaratory orders to that effect and render the directive illegal for being in violation of the provisions of the Investment and Securities Act and the Companies and Allied Matters Act.

The Lower Court held that the originating application failed in its entirety and is hereby dismissed. Aggrieved by the decision the Appellants made the instant appeal.

 

 

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HELD

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Appeal dismissed

 

 

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ISSUES

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Whether having regards to the facts and circumstances of this case before the lower court the appellants are entitled to the reliefs sought?

 

 

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RATIONES DECIDENDI

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INTERPRETATION OF STATUTES – THE OBJECT AND MANNER OF INTERPRETATION OF STATUTES

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SECTION 13 INVESTMENT AND SECURITIES ACT, 2007 provides:

“13. The Commission shall be the apex regulatory organization for the Nigerian capital market and shall carry out the function and exercise all the powers prescribed in this Act, and in particular, shall –

(a) regulate investments and securities business in Nigeria as defined in this Act;

(i) facilitate the establishment of nationwide system for securities trading in Nigerian capital market in order to protect investors and maintain fair and orderly markets;

(d) perform such other functions and exercise such other powers not inconsistent with this Act as are necessary or expedient for giving full effect to the provisions of this Act.”2. It is a trite cardinal principle of interpretation entrenched in the annals of our case laws that where the words used in a statute are clear and unambiguous, the Courts are enjoined to accord them their ordinary, literal and natural meaning. In IKUFORIJI V. FRN (2021) 6 NWLR (PT. 1772) 249 @ 276- 277 PARAS H-C the Court held thus:

“It is hornbook law that the object of interpretation of a statute is to discover the intention of the legislature, which intention is usually deduced from the language used in the statute. Where the words used are clear and unambiguous, they must be given their ordinary plain meaning so as to avoid reading into the provision, meanings not intended by the lawmakers. By implication, where the words used in the provision are clear and unambiguous, the question of interpretation does not arise as there is nothing to be interpreted or construed since the court is under the bounden duty to assign the words used in the provision their ordinary plain meaning. Put differently,

-2- the general rule of interpretation of statutes is that where the words of the statute are plain, clear and unambiguous, the court shall give effect to their literal meaning. It is only when the literal meaning may result in ambiguity or injustice that the court may seek internal aid within the body of the statute itself or external aid from statutes in pari materia in order to resolve the ambiguity or avoid doing injustice. The authorities for this trite law are legion”.

In ELIAS V. FRN (2021) 16 NWLR (PT. 1800) 495 @531, 532 PARAS H – C it was held:

“One other cardinal principle that guides interpretation or construction of a statute is that its provisions are not to be construed or interpreted by placing a gloss on them by importing thereto words or matters extraneous to the provisions. In Unipetrol vs. E.S.B.I.R (2006) All FWLR (Pt. 317) 413 at 423, (2006) 8 NWLR (Pt. 983) 624 this point was emphasised that the words of a statute are to be given their ordinary meaning; and that a court, when interpreting a statutory provision, must give the words and language used in the provision their simple ordinary meaning, without venturing outside the provision to introduce extraneous matters that may lead to circumventing or giving the provision an entirely different interpretation from what the law maker intended it to be. In other words it is not permitted, in interpreting a statutory provision, for the court to either add words thereto, or take words therefrom, the original text of the provision. The rationale is obvious: courts do not make laws. They merely interpret and declare the law as made by the legislature. In its interpretative duty every court of law merely brings out only the clear intention of the law maker: Obusez v. Obusez (2007) 30 NSCQR 329, (2007) 10 NWLR (Pt. 1043) 430.”

In MANUWA V. N.J.C (2013) 1 NWLR (PT. 1337) 1 @23 PARAS F it was further held that:

“It is a cardinal principle of interpretation of statute that where the words of a statute are clear and unambiguous, the courts are enjoined to give such words are natural, literal and ordinary meaning. [Toriola v. Williams (1982) 7 SC 27.”

See also MAKINDE V. ADEOGUN (2009) 1 NWLR (PT. 1123) 575 @593 PARA C.  – Per A. S. Umar, JCA

 

 

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LAWS OR REGULATIONS – WHEN LAWS OR REGULATIONS REGULATE THE EXERCISE OF RIGHTS

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A law or regulation would not be unconstitutional merely because it regulates exercise of right.  See IWUNZE vs. FRN (2014) 6 NWLR (PT. 1404) 580 @ 606 E – H.  Therefore prescribing the mode of receipt of dividends is not same as confiscation of dividends.  The regulation does not therefore infringe on the Appellants right to property enshrined in Sections 43 and 44 of the Constitution of the Federal Republic of Nigeria 1999 (as amended). – Per A. S. Umar, JCA

 

 

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LAW – THE NEED FOR LAWS AND REGULATIONS TO MATCH UP WITH SOCIETAL CHANGES

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There is no doubt that as the society changes, the law and regulation follows to match up with the dynamics of the advancing society; whereby measures would be constantly introduced in our system to bring the society in line with reality of emerging circumstances. Permit me to illustrate by saying that when the “drummers change the tune of the music, the dancers must also change the dance steps in line with the tune”. We can’t afford to be left behind, stocked or perpetually live sedentary, if we really want to meet up with the trending technological advancements all over the world. The law evolves over the time in order to meet the specific needs of the society in which it operates. It is against this backdrop that I believe that the ISA 2007 delegates certain functions to the Security and Exchange Commission to effect certain procedural changes when the need arises in so far such bye laws and regulation are lawfully intended to create serene cloudless and bright capital market for the investors. Should we remain in the analog nonmoving, inactive forever when technology and modernization has made lives much easier? I think not! We must move with social demands and anyone who chooses to live in the past should be left behind while the system moves on. – Per A. S. Umar, JCA

 

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DIVIDEND CLAIM – WHERE AN ALTERNATIVE MODE OF DIVIDEND CLAIM HAS BEEN CREATED

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Having deeply given a thought to the issue in contention, I am of the firm view that the decision of 1st respondent did not offend section 43 of the 1990 constitution of Federal Republic of Nigeria as strenuously canvassed by the appellant with respect to learned Senior Counsel. This stems from the fact that the appellants were given opportunity by the public circular to open a bank account from where e-dividends payment system would make for easier trading but they elected for dividend warrant or old paper/cheque system which is so obscure and opaque by its very nature. It would only amount to unlawfully expropriation, if no alternative mode for dividend claim was created by the 1st respondent regarding mode of claiming dividends. There is also no claim or argument that the dividends were confiscated or withheld by the 1st respondent to justify invocation of this constitutional safeguard. It is against the backdrop that Section 313 (1) of the ISA provides that the 1 st Respondent may from time to time make rules and regulations for the purpose of giving effect to the provisions of this Act and may in particular and without prejudice to the generality of the foregoing provisions make rules and regulations. This is in conformity with the provisions of ISA particularly, paragraphs (b) and (n) of section 313(1) which provides as follows: b. prescribing the forms for returns and other information required in this Act n. prescribing as it deems appropriate, necessary rules for dealing with unclaimed dividends and unclaimed certificates by public companies. The above provision was to make room for seamless capital market administration without recourse to bureaucracies and legislative bottlenecks bedeviling our capital market administration. – Per A. S. Umar, JCA

 

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CASES CITED

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STATUTES REFERRED TO

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1. Constitution of the Federal Republic of Nigeria 1999 (as amended)

2. Companies and Allied Matters Act (CAMA)

3. Investment and Securities Act

4. E-mandate regulations of the Securities and Exchange Commission

 

 

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