Legalpedia Citation: (2009-12) Legalpedia 98960 (SC)
In the Supreme Court of Nigeria
Holden at Abuja
Fri Dec 18, 2009
Suit Number: SC 62/2003
CORAM
N TOBI, JUSTICE SUPREME COURT
A M MUKHTAR, JUSTICE SUPREME COURT
I F OGBUAGU, JUSTICE SUPREME COURT
I T MUHAMMAD, JUSTICE SUPREME COURT
C M CHUKWUMA-ENEH, JUSTICE SUPREME COURT
PARTIES
MRS. ETHEL ONYEMAECHI DAVID ORJI
APPELLANTS
1. DORJI TEXTILES MILLS (NIG) LTD
2. IHEANYICHUKWU D. N. ORJI
3. JIMOH ADENIYI
RESPONDENTS
AREA(S) OF LAW
SUMMARY OF FACTS
The appellant as plaintiff at the Federal High Court prayed the court to direct the respondent to hold an extra ordinary General Meeting. The trial court held that the appellant was not a shareholder and thus not entitled to the relief sought. Her appeal to the Court of Appeal was dismissed. She has further appealed.
HELD
Appeal dismissed
ISSUES
“1. Whether the Court of Appeal (per Ogebe, JCA and Nsofor, JCA) was right in affirming the decision of the Court of first instance that Appellant failed to prove she was a member and shareholder of the two companies in question?
2. Whether the Court of Appeal was right in holding that the onus of producing Register of the Companies wrongly placed on the appellant by the Court of first instance, did not affect the substance of the Judge’s conclusion that the Appellant failed to prove she was a member and shareholder of the two Companies?”
RATIONES DECIDENDI
HOW TO DETERMINE BURDEN OF PROOF
The burden of proof in a case cannot be determined in vacuo but in relation to the issues raised in the pleadings. Per NIKI TOBI, JSC
EFFECT OF A LETTER CALLING A COMPANY’S MEETING
A letter calling for a meeting of a company cannot by any way be regarded or taken as document or evidence of being a Director or Shareholder of a company. Per NIKI TOBI, JSC
USEFULNESS OF AN ALTERED DOCUMENT
Where a document is altered, it no more enjoys any legal life. The document becomes moribund or dead to the ex1ent of the alteration. Accordingly, a party cannot rely on such a document because it is lifeless in law. The existing legal life is transferred to the new document which provides for the alteration. Per NIKI TOBI, JSC
RIGHTS OF A COMPANY
Companies have the legal right to amend, alter or change their memorandum and articles of association. They also have the right to amend, alter and change their Particulars of Directors. Per NIKI TOBI, JSC
WHEN A DEEMING PROVISION IN A STATUTE WILL OPERATE
A deeming provision in a section of a statute will always operate in the absence of the real provision; it cannot operate side by side with the real provision. Per NIKI TOBI, JSC
CASES CITED
1. Elias v. Disu (1962) 1 All NLR 214
2. Combined Trade limited v. All States Trust Bank limited (1998) 2 NWLR (Pt.576) 56.
3. Chief Dr. Thomas v. The Most Rev. Olufosoye (1986) 1 NWLR (Pt. 18) 669.
4. Yalaju Amaye v. AREC Ltd. (1990) 4 NWLR (pt. 145) 422
STATUTES REFERRED TO
1. Evidence Act
2. Companies and Allied Matters Act 2004