Alex Enumah in Abuja
Justice Inyang Ekwo of a Federal High Court, Abuja, has dismissed a suit filed by the Christian Association of Nigeria (CAN) seeking the removal of certain sections of the Companies and Allied Matters Act (CAMA), 2020, for allegedly being impracticable and contrary to constitutional provisions of freedom of association, expression amongst others.
Justice Ekwo on Thursday struck out the suit after dismissing the plaintiff’s application for amendment of its originating summons and other court processes in the suit which has as defendants the Corporate Affairs Commission (CAC) and the Minister of Industry, Trade and Investment.
The plaintiff had dragged the defendants to court over some provisions of the CAMA Act, 2020, which they claimed violated their fundamental human rights.
Plaintiff had commenced its originating summons in the name, “Incorporated Trustees of the Christian Association of Nigeria” instead of the Registered Trustees of the Christian Association of Nigeria”, which they now sought to amend.
In the suit marked: FHC/ABJ/CS/244/2021, the plaintiff is asking the court to determine “whether Section 839, subsections (1), (7) (a) and (10) of the Companies and Allied Matters Act (CAMA), 2020, are inconsistent with Sections 4(8), 6(6)(b) and 40 of the 1999 Constitution of the Federal Republic of Nigeria (as amended) which guarantees the plaintiff’s right to freedom of association and the right to seek redress in court.
“Whether the provision of Section 854 of the CAMA is inconsistent with Section 39 of the CFRN which guarantees the right to freedom of expression,” among others.
Part of the reliefs sought by the plaintiff include “a declaration that Section 839(1), (7) (a) and (10) of the CAMA are inconsistent with Section 40 of the CFRN and thus unconstitutional, null and void.
“A declaration that Section 839(1), (7) (a) and (10) of the CAMA are inconsistent with Section 4(8) of the CFRN and thus unconstitutional, null and void.
“A declaration that Section 839(1) and (7) (a) of the CAMA are inconsistent with Section 36(1) of the CFRN and thus unconstitutional, null and void.
“A declaration that Section 839(1) and (7) (a) of the CAMA has a direct effect on the judicial power of the court under Section 6(6) (b) of the CFRN, and Is therefore void.
“An order striking down Sections 839(1), (7) (a) & (10), 842(1) and (2), 843, 851 and 854 of the CAMA for being unconstitutional.
“A declaration that Section 17(2) (a) & (d) of the CAMA demand an impossible and impracticable action; thus, void.
“An Order striking down Section 17 (2) (a) & (d) of the CAMA for being impracticable and unknown to Law.”
However, plaintiff had applied to the court to amend its originating summons and accompanying processes to read “Registered” instead of “Incorporated Trustees of the Christian Association of Nigeria.”
According to the application, the name expressed in its certificate of incorporation is the “Registered Trustees of the Christian Association of Nigeria” and not “Incorporated Trustees of Christian Association of Nigeria.”
It stated further that in the originating summons, the plaintiff’s name was inadvertently expressed as “Incorporated Trustees of the Christian Association of Nigeria”, an error it linked to the inadvertence of counsel.
“The error in the plaintiff’s name is what we seek by this application to rectify,” it added.
However, the CAC in its counter affidavit, objected to the amendment on the grounds that plaintiff was not competent to initiate the proceedings.
It argued that “The Incorporated Trustees of the Christian Association of Nigeria;” as a non-juristic person, was unknown to law to institute and maintain the action.
“The plaintiff is not an entity registered under the Companies and Allied Matters Act and not one otherwise recognised as being vested with statutory rights of incorporation and bereft of the requisite locus standi, legal capacity or competence to sue and maintain this action against the 1st defendant.
CAC submitted that the amendment which the plaintiff sought was not “one to cure a mere misnomer but an amendment to give life to the originating processes by substituting a non-juristic person with a juristic person.”
The CAC insisted that granting the application would change the character of the case and would be prejudicial to it.
In a bench ruling, Justice Ekwo held that the name on the certificate is ‘The Registered Trustees of Christian Association of Nigeria’.
“Further peruse shows that the certificate was issued under the regime of the Land (Perpetual Succession) Act, Cap. 98 of the 1958 LFN on 19th December, 1986.
“This means that the plaintiff was registered before CAMA first came into effect in 1990.
“With this evidence, it means the plaintiff can only sue and be sued in the name on the certificate issued to it on 19th December, 1986,” the judge held.
He then added that “the originating processes in the name of ‘The Registered Trustees of Christian Association of Nigeria’ cannot stand.
“Similarly, it is my opinion that this ruling has therefore also resolved the issue in the preliminary objection of the 1st defendant too.”
Haven held that the application for amendment of the originating summons lacked merit, Justice Ekwo accordingly dismissed it.
While stating that the ruling affected the foundation of the case going by the defect in the name by which the plaintiff commenced the matter, the judge then went ahead to strike out the suit in its entirety.
