➥ CASE SUMMARY OF:
Corporate Affairs Commission v. Mr. Taiwo Ayedun (2005) – CA
by Branham Chima (SAL).
Court of Appeal – CA/A/152/2004
➥ JUDGEMENT DELIVERED ON:
Wednesday, the 29th day of June, 2005
➥ AREA(S) OF LAW
Name for registration;
➥ PRINCIPLES OF LAW
⦿ CARDINAL PRINCIPLE OF INTERPRETATION: ORDINARY MEANING
It is a fundamental and cardinal principle of interpretation of statutes that where in its ordinary meaning a provision is clear and unambiguous, effect should be given to it without resorting to external aid. See A.-G., Federation v. A.-G., Abia State & Ors. (No.2) (2002) 6 NWLR (Pt. 764) 542 at 794 paras. B – C per Uwais CJN; A-G., Bendel State v. A.-G., Federation (1983) 1 SCNLR 239. — M. Peter-Odili, JCA.
⦿ EXERCISE OF JUDICIAL DISCRETION IS TO ATTAIN JUSTICE
I would like to add that in the exercise of judicial discretion the primary objective of the court must be to attain substantial justice. Acting judicially imports consideration of the interest of both parties and weighing them in order to arrive at a just and fair decision. See United Spinners Ltd. v. Chartered Bank Ltd. (2001) 14 NWLR (Pt. 732) 195 at 216. — M. Peter-Odili, JCA.
➥ LEAD JUDGEMENT DELIVERED BY:
Mary Peter-odili, J.C.A.
⦿ FOR THE APPELLANT
S.B. Elewa, Esq.
⦿ FOR THE RESPONDENT
John A.G. Muoyo, Esq.
➥ CASE FACT/HISTORY
The plaintiff/respondent together with two other persons came to incorporate a company with the name Credit Registry Limited. The appellant Corporate Affairs Commission declined to register the name on the ground, that it will mislead the public into thinking that it is a public institution, such as Marriage Registry, Companies Registry, Deeds Registry, etc. This was purportedly communicated to the respondent in a letter dated 25th February, 2002, since respondent said they did not get the letter. The appellant was prepared to register and incorporate the objects of the memorandum of association of the company if the name chosen was changed to another acceptable name such as Credit Data Limited which the respondent had even suggested as an alternative name. The respondent insisted on using the rejected name, Credit Registry Limited and issued a notice to the Registrar General of the Corporate Affairs Commission purportedly under section 36(2) of the Companies and Allied Matters Act, 1990, requiring the Registrar General of the Corporate Affairs Commission to apply to the court within 21 days for directions in respect of the refusal to register the name. The refusal of the appellant to apply to court for directions as requested prompted the application for mandamus by the respondent which the lower court granted and which is the subject matter of this appeal.
➥ ISSUE(S) & RESOLUTION(S)
- Whether the provisions of section 36(2) of the Companies and Allied Matters Act, 1990, impose an obligation on the Corporate Affairs Commission (appellant) to apply to court for directions in respect of the appellant’s refusal to register the name “Credit Registry Limited”?
RULING: IN APPELLANT’S FAVOUR.
A. NO OBLIGATION ON THE CAC TO APPLY TO COURT FOR DIRECTION
“It is not difficult to find that the said provisions of CAMA that is S. 36 and its subsections are clear and state quite clearly and without a cloud what was intended in those provisions that is, that the matter of appellant asking for directions are within matters concerning the memorandum and articles of association which are different from the propriety or otherwise of the registrability of a name for incorporation.
Therefore, the learned trial Judge had no business importing into section 30 and its subsections the requirements asked for in section 36 which covered memorandum and articles of association.”
“From the foregoing, I have no difficulty in answering issue No.1 in the negative as I am satisfied that the provisions of sections 36(2) of the Companies and Allied Matters Act, 1990 did not impose an obligation on the Corporate Affairs Commission (appellant) to apply to court for directions in respect of the appellant’s refusal to register the name Credit Registry Limited.”
- Whether the order of mandamus issued by the lower Court against the appellant requiring the appellant to apply to court for directions under section 36(2) of the Companies and Allied Matters Act was justifiable in law?
RULING: IN APPELLANT’S FAVOUR.
A. THE MANDAMUS ORDERED BY THE LOWER COURT IS NOT JUSTIFIABLE IN LAW
“the remedy provided in section 36 of CAMA are for specific situations while section 30 has given the appellant that is, Corporate Affairs the discretion in the registration or rejecting to register a name based upon certain criteria. It is only when those criteria are not adhered to or the discretion improperly exercised that a court can interfere. That certainly is not the case here as the appellant communicated to the respondent albeit orally by the admission of the respondent why the name was rejected. That situation falls squarely within the confines of section 30 of CAMA and I see nothing for which a departure from that section 30 would be encouraged. Furthermore, the lower Court had no business to expand the provisions of section 36 to include circumstances which were neither provided for within that section nor anticipated to be brought in by implication.”
“I hold therefore that the order of mandamus issued by the lower Court against the appellant requiring appellant to apply to Court for directives under section 36(2) of the Companies and Allied Matters Act was not justified in law.”
“In conclusion, I do not hesitate in setting aside the decision and order of mandamus of the court below. I allow the appeal which is meritorious and I award N10,000.00 costs to the appellant to be paid by the respondent.”
➥ MISCELLANEOUS POINTS
➥ REFERENCED (LEGISLATION)
Sections 30(1), 36(1),(2) of the CAMA 1990;
➥ REFERENCED (CASE)
➥ REFERENCED (OTHERS)