Before Their Lordships
ANIAGOLU Justice of The Supreme Court of Nigeria
COKER Justice of The Supreme Court of Nigeria
MOHAMMED BELLOJustice of The Supreme Court of Nigeria
KARIBI-WHYTE Justice of The Supreme Court of Nigeria
KAWU Justice of The Supreme Court of Nigeria
OPUTA Justice of The Supreme Court of Nigeria
Between
M. A. OMISADE AND 3 ORS (APPELLANT)
v.
HARRY AKANDE (RESPONDENT)
…………………….A…………………….
Bello, C.J.N. The suit culminating in this appeal was tried by the High Court of Lagos State. The first important issue for determination in the appeal is whether, having regard to the fact that the suit primarily involved in a dispute between the directors of a company in connection with the affairs of their company, the matter was within the exclusive jurisdiction of the former Federal Revenue Court and the High Court of Lagos State had no jurisdiction to adjudicate on it. The issue was neither raised in the High Court, nor in the Court of Appeal. It has been taken for the first time in this Court.
It is relevant to point out that the writ of summons in the suit was dated 22nd October 1976. The appeal must therefore be determined in accordance with the law relating to the jurisdictions of the Federal Revenue Court and the State High Court as it was in 1976 and not on the law as it is today.
The salient facts giving rise to the case may now be stated. The present Respondent, hereinafter referred to as the Plaintiff, instituted the suit against the present Appellants, hereinafter referred to as the Defendants. The plaintiff and the 1st Defendant are the only shareholders and directors of the 4th Defendant, a limited liability company incorporated under the Companies Act 1968, in which both hold equal shares.
On 23rd January 1976 the 4th Defendant entered into an agency agreement with the 3rd Defendant which is an American corporation based in Oakland, United States of America. Under the agreement, the 3rd Defendant appointed the 4th Defendant as its sole and exclusive agent in Nigeria for any Nigerian Pilgrims Hajj Movement in 1976 on commission basis. The 4th Defendant would represent the 3rd defendant in any negotiation in that respect with the Nigerian Pilgrims Board. It appears that since the execution of the agreement the working relationship between the Plaintiff and the 1st Defendant began to deteriorate and culminated in a final break down by the middle of the year. On that account as averred in paragraph 7 of his Statement of Defence, the 1st Defendant incorporated together with other person the 2nd Defendant company “for the purpose of retrieving and salvaging his good name in the 4th Defendant company, which company was being manoeuvred and manipulated by the plaintiff for acts and purposes acutely embarrassing to the 1st Defendant.”
