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  • N.I.C. vs. Noga Hotels (Nig.) Ltd.
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  • 2003-12-08
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N.I.C. vs. Noga Hotels (Nig.) Ltd.

NICON INSURANCE CORPORATION

V

NOGA HOTELS NIGERIA LIMITED

COURT OF APPEAL

( LAGOS DIVISION )

PIUS OLAYIWOLA ADEREMI, JCA ( Presided )

CHRISTOPHER MITCHELL CHUKWUMA-ENEH, JCA

AMIRU SANUSI, JCA ( Read the Lead Judgment )

CA/L/407/99

THURSDAY, 18TH JULY, 2002

COMPANY LAW - Demurrer proceedings - Whether allowed by law regulating petitions for winding up of company

COMPANY LAW - Difference between demurrer proceedings under the Federal High Court (Civil Procedure) Rules of 1976 and preliminary objection to a petition for winding up on grounds of jurisdiction

COMPANY LAW - Members of company - Who are

COMPANY LAW - Membership of a company - Pre-requisite for becoming a member

COMPANY LAW - Petition for winding up - When a member of the company can bring

COMPANY LAW - Petition for winding up of company - Jurisdiction of court to entertain - Whether can be challenged by way of preliminary objection - Difference between demurrer proceedings under the Federal High Court Rules of 1976 and preliminary objection to a petition for winding up

COMPANY LAW - Petition for winding up of company - Right of a contributory to present - Contributory defined

COMPANY LAW - Winding up of company - Petition for - Categories of persons who can present - Sections 410 and 311 of Companies and Allied Matters Act

COMPANY LAW - Winding up of company - Petition for - Law regulating - Whether permits of demurrer proceedings

COURT - Issue - Jurisdiction of court - Need for court to determine once raised

COURT - Jurisdiction of court - Challenge of by way of preliminary objection to a petition for winding up of company - Whether rule against demurrer can defeat such objection -  Difference between demurrer proceedings under the Federal High Court ( Civil Procedure) Rules of 1976 and preliminary objection to a petition for winding up on grounds of jurisdiction

COURT - Jurisdiction of court - Importance of - Whether can be raised at any stage of proceedings - Need to determine once raised

JURISDICTION - Issue - Jurisdiction of court - Need for court to determine once raised

JURISDICTION - Issue of jurisdiction - Determination of - What court can rely upon

JURISDICTION - Jurisdiction of court - Importance of - Whether can be raised at any stage of proceedings - Need to determine once raised

JURISDICTION - When defendant can challenge - Whether defendant can challenge before filing his defence

LOCUS STANDI - Definition of

LOCUS STANDI - Petition for winding up of company - Whether a contributory has locus standi to present

LOCUS STANDI - Whether connotes success or merit of case - What to consider in determining locus standi

PRACTICE AND PROCEDURE - Demurrer proceedings - Whether can be applied in proceedings for winding up of company

PRACTICE AND PROCEDURE - Jurisdiction - Issue of - Determination of - What court can rely upon

PRACTICE AND PROCEDURE - Petition for winding up of company -  Court’s jurisdiction challenged by way of preliminary objection -  Whether proper - Whether provision against demurrer in the Federal High Court Rules can defeat such objection

PRACTICE AND PROCEDURE - Petition for winding up of company - Preliminary objection to jurisdiction of court to determine Whether rule against demurrer can defeat such objection Difference between demurrer proceedings under the Federal High Court (Civil Procedure) Rules of 1976 and preliminary objection to a petition for winding up of company on grounds of jurisdiction

PRACTICE AND PROCEDURE - Winding up of company - Whether contributory has locus standi to petition for

WORDS AND PHRASES - ‘Contributory’ - Meaning of

WORDS AND PHRASES - ‘Locus standi’ - Meaning of WORDS AND PHRASES - ‘Members of company’ - Meaning of

Issues:

1.             Whether the proceedings in lieu of demurrer applies to a petition for winding up of a company.

2.             Did the appellant possess the locus standi to present the petition for winding up of the respondent company.

Facts:

The appellant commenced this suit by way of petition seeking the winding up of the respondent company for several reasons among which were that the management of the respondent concealed from it, the affairs of the company and its dissatisfaction of the ways in which it was run by its management. Before the motion for leave to advertise the petition was heard, the respondent company filed a notice of preliminary objection before the trial court seeking the court’s order striking out the petition due to lack of jurisdiction on its part to entertain same.

The trial court took arguments on the objection and in its ruling held that the petitioner not being a shareholder any more lacked locus standi to present the petition and consequent upon that, the court had no jurisdiction to entertain the petition.

Aggrieved by that ruling, the petitioner appealed.