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Regd. Trustees, P. A. W. I. v. Regd. Trustees, A. P. C. C.

THE REGISTERED TRUSTEES, PENTECOSTAL ASSEMBLIES OF THE WORLD INC.

V

THE REGISTERED TRUSTEES OF THE AFRICAN APOSTOLIC CHRIST CHURCH

COURT OF APPEAL

( CALABAR DIVISION )

DENNIS ONYEJIFE EDOZIE, JCA ( Presided )

OKWUCHUKWU OPENE, JCA

SIMEON OSUJI EKPE, JCA ( Read the Lead Judgment )

CA/C/85/99

WEDNESDAY, 6TH FEBRUARY, 2002

ACTION - Non-juristic person - Whether can sue or be sued

APPEAL - Appeal is a challenge against the decision of a trial court Whether may be predicated on what was not decided in a ruling or judgment - Need to attack the decision of court only on issues decided by court

APPEAL - Duty on parties to an appeal - Need to argue issues and not grounds of appeal

APPEAL - Ground of appeal - Where alleges error in law but without particulars - Whether defective and incompetent

APPEAL - Issues for determination - Need not to proliferate

COMPANY LAW - Corporate Personality - Basis of as act of incorporation/ registration by the Corporate Affairs Commission - Whether certificate of incorporation is prima facie evidence of incorporation COMPANY LAW - Corporate personality - Incorporation or registration of a company as a corporate personality - Certificate of incorporation issued by Corporate Affairs Commission as proof of

COMPANY LAW - Corporate personality - Whether can be regarded as a body corporate without certificate of incorporation

COMPANY LAW - Incorporated trustees - Change of name of incorporated trustees - Application for made to the Corporate Affairs Commission -  Whether automatically effects the change of name - Section  680(1) of the Companies and Allied Matters Act, 1990

COMPANY LAW - Incorporation of a body corporate - How proved

COMPANY LAW - Non juristic person - Whether can sue or be sued

COMPANY LAW - Unregistered Association - Where it pretends to be registered - Whether can by so doing confer corporate personality on itself or be accorded such a status

COURT - Absence of proper parties - Effect on jurisdiction of court

COURT - Non juristic person as a party to the suit - Whether court can adjudicate on such suit - Proper order to make

EVIDENCE - Onus of proof - He who asserts must prove - How to prove incorporation/registration of a company or association

JURISDICTION - Absence of proper parties before the court - Effect on the jurisdiction of court

JURISDICTION - Suits filed by non-juristic persons - Duty of court to put an end to proceedings when it lacks jurisdiction

PRACTICE AND PROCEDURE - Proper parties - Absence of - Effect on jurisdiction of court

PRACTICE AND PROCEDURE - Proper parties - Presence of non-juristic persons - Effect

PRACTICE AND PROCEDURE - Parties - Non juristic persons - Whether can sue or be sued

WORDS AND PHRASES - ‘Appeal’ - What is

Issues:

1.            Whether having regards to the facts of the case, the appellants are properly constituted as a juristic person or body corporate which can sue or be sued in a court of law.

2.            Whether the lower court has jurisdiction to entertain the suit.

Facts:

The suit was commenced by the plaintiffs/respondents against the defendants/appellants claiming certain declarations and possession of church premises. After the exchange of pleadings, the defendants raised an objection to the suit and prayed for (i) an order striking out the suit for want of proper defendants. The affidavit evidence of the defendants showed that they were duly registered as Pentecostal Assemblies Mission, but subsequently applied to the Corporate Affairs Commission for change of their name to Pentecostal Assemblies of the World, which change had not been effected before the suit was filed in the new name. The plaintiffs countered by exhibiting documents showing that the defendants had been representing to the public that their registered name was Pentecostal Assemblies of the World, and as such the suit brought against them in that name was properly constituted. The trial High Court heard arguments in the application and dismissed the objection.

Dissatisfied, the defendants filed this appeal against the interlocutory ruling. The Court of Appeal considered the effect of section 680(1) of the Companies and Allied Matters Act, 1990 which provides as follows:

“680 (1) Where the association is desirous of changing or altering its name or objects or any of them, the trustees shall apply to the Commission in the prescribed form setting out the alteration desired and attaching a copy of the resolution approving the change and duly certified by the trustees.

(2)          The Commission on receipt of the application shall consider it and, if satisfied that the change or alteration is prima facie lawful shall -

(a)          cause the application to be published in two daily newspapers in the manner specified in subsection (1)  of section 677 of this Act and

(b)          direct the corporation to display for at least twentyeight days a notice of the proposed change or alteration conspicuously mounted at the Corporation headquarters, or at any branch offices, or any such places where a majority of

the members are likely to see it as the Commission may require.

(3)          The publication and notice shall call for objection which, if any, shall state the grounds of objection and be forwarded to reach the Commission not later than twentyeight days after the last of the publication in the newspapers.

(4)          The provisions of section 676 and of subsection (1) of section 677 of this PART of the Act shall apply to this section as they apply to an application for registration.

(5)          If the Commission assents to the application the alteration shall be made and in the case of a change of name, the Commission shall issue a new Certificate in the new name in place of former Certificate.”