This paper examines the implications of the position of the Supreme Court in Anyaegbunam v Osaka. This is one of the celebrated cases delivered by the Supreme Court of Nigeria on May 8, 2000.
The action in Anyagbunam’s case was taken by the Appellant against the Respondents “for themselves and as the Trustees of the Light of Christ Praying Band, Onitsha”, a Christian organisation established for the worship of God. The organisation was unincorporated. The Appellant was a member of the organisation but left the organisation when he took the Ozo title by virtue of which he became an idol priest. He had a parcel of land at Nkisi Ogbeozala Inland Town Onitsha and made a layout of the Land in 1978. The land in dispute formed part of the layout. The appellant made an outright gift for the purposes of the organisation and this was evidenced in writing on 4thFebruary 1978. The deed of gift was between the appellant as donor and the six respondents as donees “all being members of the religious organisation known as and called the Light of Christ Praying Band, Onitsha and who have been appointed trustees of the said religious organisation,” and they were to hold the land absolutely free from all encumbrances only for the worship of God and in their capacity as trustees only.
The 1st respondent was the pastor in charge. In the course of time a church building was erected on the land. On January 8, 1982, the appellant wrote a letter to the 1st respondent saying that he understood that there was a disagreement between members, elders and trustees of the organisation. He therefore purported to instruct the 1strespondent to “suspend forthwith your entry into the new chapel until real settlement is made between you and the above members”. In October, 1985, the appellant filed this suit. His case was that the respondent induced him to make a gratuitous gift of his land to the said church organisation when in fact no such organisation existed because it had not been incorporated. The appellant concluded that the gift was invalid and therefore claimed the following reliefs in his pleadings:
– A declaration that the purported gift of the said property to a non existing light of Christ Praying Band is ineffectual, null and void and of no effect.
– A declaration that the continued use of the said property by the 1st respondent (was the only respondent) as his personal property under the guise of the non-existent church organisation is unlawful and derogates from the grant.
The matter went to trial and in a reserved judgement, the learned trial judge found for the Plaintiff. He made the following declarations and order:
– The gift of the said property to the Light of Christ Praying Band is void for want of incorporation on the part of the praying band.
– The continued use of the said property by the 1st Defendant as his personal property is unlawful and derogates from the grant.
– A trust having been created by the gift to the 1st, 2nd, 3rd, 4th, 5th and 6th defendants, by operation of law, they are now constructive trustees of the donor’s estate and are to hold the property for no other purpose other than that for which the grant was originally made and returned.
The Defendants’ appeal to the Court of Appeal was allowed. The Court of Appeal set aside the three reliefs granted by the learned trial judge. The entire claim of the Plaintiff was dismissed. The Appellant was dissatisfied and he appealed to the Supreme Court.
The Issues for Determination
The issues for determination as formulated by the Supreme Court were as follows:
– Whether the Court of Appeal was correct in holding that the gift of the land made by the appellant vested in the respondents in their capacity as Trustees of the Light of Christ Praying Band.
– Whether in view of the conclusion reached by the Court of Appeal with respect to the cross appeal, it was right to have dismissed the main appeal in its entirety.
– Whether the Court of Appeal was correct in holding that based on the evidence adduced in Court, the 1st respondent did convert the subject-matter of the suit to his personal use.
Summary of the Supreme Court’s Judgement
In its historic ruling on the status of an unincorporated company, the Honourable Justice Katsina-Alu JSC (as he then was) re-affirmed the position of statute and of the Supreme Court. He had held in that very insightful judgment, that:
Status of Unincorporated Body or Association of Persons
By virtue of Section 2(1) of the Land (Perpetual Succession) Act, Cap. 98, Laws of the Federation of Nigeria, 1958, an unincorporated body or association is a factual reality. This is because such an association, though unregistered, must appoint trustees or a trustee who will apply for registration. Thus, the law takes into cognizance the fact that before the application is made. i.e. while the association is not registered in law, certain persons may be appointed trustees who must act in that capacity.
How an incorporated body can carry out its activities
The provisions of sections 2(1), 2(3) and 3 of the Land (Perpetual Succession) Act envisage and permit the appointment of trustees or a trustee for an unincorporated community of persons bound together by some specified purpose, and for such trustees or trustee or a person or persons to hold land or any interest therein for the benefit of or in trust for such community of persons pending incorporation. Any land or any interest therein so held or acquired validly passes the legal interest therein to such trustees or trustee or persons or person it is intended to benefit thereby.
Power of an unincorporated body to own Land
By virtue of its section 3, the Land (Perpetual Succession) Act recognizes pre-incorporation ownership of land. An unincorporated association can own property for its members. However for such property to vest, it must be made through persons who have been appointed trustees.
On distinction between a corporate entity and an unincorporated body and effects of such distinction, the Court held that –
… an unincorporated association does not legally exist and must of necessity act through its appointed representatives. On the other hand, a corporate entity i.e. an association that has been incorporated has legal personality. It can sue and be sued in its corporate name. It also can and will enter into any agreement in its corporate name by virtue of section 2(3) of the Land (Perpetual Succession) Act.
The position of the Supreme Court is quite commendable in the sense that it has reaffirmed the principle of law that parties are bound by their pleadings which shall for all purpose dictate issues admitted upon which evidence need not be led, and issues disputed upon which credible evidence must necessarily be led. See Metal Construction (W.A.) Ltd v. Megliore. It is upon this sacred principle of law that the judgement of the Supreme Court was premised.
Impact of the Judgement on Nigeria Company Law
The judgement has shown consistency in our judicial pronouncements on issues bordering on Company Law, thereby strengthening the hopes of litigants and the general populace at large in our administration of justice. The judgement also gives credence to the immaculate words of Bishop Hoadly that –
whoever hath an absolute authority to interpret any written or spoken laws; it is he who is truly the law giver to all intents and purposes, and not the person, who first wrote and spoke them.
For example, the Supreme Court restated the position of the Law in Fawehinmi v. NBA & Ors (No.2) that an unincorporated Association can own property for its members. But for such property to vest, it must be made through persons who have been appointed trustees. His lordship went further to address the difference between a Corporation and an unincorporated Association as was held in the case of Fawehinmi V. NBA & Ors (supra) thus:
The most fundamental differences between a corporation and an unincorporated association are that the corporation has ‘Perpetual Succession’. It maintains its identity and its personality not withstanding changes in its membership. But the property of unincorporated association does belong to its members from time to time.
The lead judgement of the Hon. Justice Katsina-Alu in this case lucidly enunciates the significance of a certificate of incorporation. The Supreme Court held that where a community, body, or association of persons is incorporated, a certificate is issued to that effect. The relevant statute applicable at the material time was the Land (Perpetual Succession) Act (Cap. 98) Laws of the Federation of Nigeria, 1958. By section 3, it was provided that the certificate of incorporation shall vest in such body corporate all land or any interest therein, of what nature and tenure so ever, belonging to or held by any person or persons in trust of such community, body or association of persons. Following from this, and in the words of Uwaifo, J.C.A (as he then was), the registration of such community, body, or association of persons as a corporate body bears the registered trustees by section 2(1) and the certificate is evidence of the incorporation by section 6.
The above position further reaffirmed the position of the law as enunciated by Kayode Eso, J.C.A (as he then was) on the general law as to who can sue and be sued in the Solicitor-General of Western Nigeria V. Adedoyin & Ors. In that case, Justice Eso asserted as follows:
What is more important, however, is that the courts have for a long time and more so in modern times, promoted a number of institutions to sue and be sued in their own names even though such institutions are unincorporated by any statute. One would easily agree with Lord Denning, M.R., in Willis & Anor. V. Association of Universities of the British Commonwealth, when he said:
‘We have reached the point foreseen by Professor Dicey long ago: ‘When a body of twenty, or two thousand or two hundred thousand men bind themselves together to act in a particular way for some common purpose, they create a body which by no fiction of law, but by the very nature of things, differs from the individuals of whom it is constituted, a passage which was acclaimed by Professor Maitland in his Sidgwick Lecture (Collected Papers III, p.306).’
This fact has now been recognised by law. Lord Denning in that case was dealing with the legal status of a council. The decision also restates the law that an incorporated Company is a different legal entity from the management of the Company. The Company has a separate and distinct life and existence. The law in recognizing its separate and distinct identity vests in it, a legal personality which can sue and be sued in that name. Case law on this issue is in great proliferation. The case at hand is Agbonmagbe Bank Ltd. V. General Manager, G.B.O Ollivant Ltd. & Anor.In the light of the foregoing, the dictum of Niki Tobi J.C.A (as he then was) in Kurubo V. Motison (Nig.) Ltdbecomes apt. Justice Tobi held that –
In view of the fact that an artificial person or company vested with legal or juristic personality lacks the natural or physical capacity to function as a human being, those who work in it do all things for and on behalf of it.
The judgement of the Supreme Court in Anyaegbunam v Osaka also clearly states the person or persons in whom interest in land of an incorporated association or body is vested. It was the decision of the Court that it is the registered trustees who hold the interest in land of an incorporated association or body. See also the case of Nkume V. The Registered Trustees.
The lead judgment also reaffirmed the position of the Supreme Court to the effect that when words in a document are clear and unambiguous, they should be giving their literary and ordinary meaning. In Rhein Mass Und See GMBH V. Rivway Lines Ltd, Ogwuegbu, JSC said:
Moreover, it is a cardinal rule of interpretation which has been accepted in numerous cases in this country, that if the words of the statute are in themselves precise and unambiguous, no more is necessary than to expound those words in their natural and ordinary sense, as the words themselves in such case can best declare the intention of the legislature.
In Niger Progress Ltd. V. N.E.L, Obaseki, J.S.C stated that thus:
… where words are plain on the face of it the literal meaning should, in accordance with the cannons of interpretation of contract documents, be given to it.
It is worthy of note to state that Part C of the Companies and Allied Matters Act 1990 (The Act) has repealed and replaced the Land (Perpetual Succession) Act and all trustees duly registered as corporate bodies under the Land (Perpetual Succession) Act shall, as from the date of coming into operation of the Act, be deemed to be registered under and in accordance with the Act and the provisions of the Act shall apply in respect of such trustees accordingly. Under the Act,
… a community of persons bound together by customs, religion, kinship or nationality, or a body or association of persons established for any religious, educational, literary, scientific, social, development, cultural, sporting or charitable purpose may appoint one or more trustees for the community, body or association. Such trustee or trustees may be incorporated.
The earlier statute, as its title showed, was designed to enable such bodies or associations to hold land in perpetual succession. The new Act, however, apart from providing a simplified procedure for incorporating such bodies or associations, has widened the scope of the powers and status of the incorporated trustees giving it the general powers of a corporation. In this case like many others over which his lordship adjudicated, he demonstrated clarity and uncluttered mind as a judicial officer. He displayed his avowed commitment to the principle that a Judge is called to do justice according to the law and not according to how he or she feels is just regardless of the law. This was exemplified in his remark about the Appellant as follows –
… it should be clear by now that the major reasons the appellant went to court to have the gift revoked were firstly because he took Ozo title by virtue of which he became an idol priest. Light and darkness it is said, cannot live together.
In coming to his findings and conclusion, his lordship’s reasoning was premised on facts and documents before the Court. There was no room for cloistered justice. It was justice according to laid down judicial precedents of both the Supreme Court and the Court of Appeal which also reaffirms the age long principle of stare decisis, which was defined in the case of F.B.N Plc V. M.M.C.D.C. Ltd, thus:
… the doctrine of stare decisis postulates that where a higher Court in the hierarchy of Courts has made a decision in a case, its decision becomes a precedent which must be followed by lower Courts where the principle of law or rules of Court applied in the decision of the higher Court is applicable in the case before the lower Court or where the facts of the case are the same as the facts of the case before the lower court.
It must also be pointed out that the courage and fortitude of their Lordships, which demonstrated scholarship, and deep legal analysis of issues and matters and an abiding faith in dispensing justice according to law.