TO CONFER JURISDICTION ON THE INVESTMENTS AND SECURITIES TRIBUNAL, A MATTER MUST FIRST BE HEARD BY THE SECURITIES AND EXCHANGE COMMISSION

CASE TITLE: OKOROCHA V. UBA BANK & ORS (2018) LPELR-45122(SC)

PRACTICE AREA: INVESTMENTS AND SECURITIES TRIBUNAL

HEADING: TO CONFER JURISDICTION ON THE INVESTMENTS AND SECURITIES TRIBUNAL, A MATTER MUST FIRST BE HEARD BY THE SECURITIES AND EXCHANGE COMMISSION

LEAD JUDGMENT: AMIRU SANUSI, J.S.C.

SUMMARY OF JUDGMENT

INTRODUCTION:
This appeal borders on the Jurisdiction of the Investments and Securities Tribunal.
FACTS:
This appeal is against the judgment of Court of Appeal, Lagos division delivered on 11th day of May, 2010 which had affirmed the Judgment of the Investment And Securities Tribunal (hereinafter referred to as “the Tribunal”) delivered on 30th September, 2008 at Lagos.

The appellant as applicant approached the Tribunal with an application seeking some declaratory and injunctive reliefs which include the followings:-

1. A declaration that the Respondents are mandated under the Laws and Rules to complete and or ensure that all allotments of the 1st Respondent’s public offer of March 2007 are received by subscribers not later than six weeks after close of the offer and or within the period extended by the 5th Respondent and that they have since failed and neglected in that regard.
2. A declaration that the 1st Respondent breached its contract with the Applicant as per the Applicant’s subscription for the 1st Respondent’s shares at the prescribed time for allotment of the Applicant’s said shares
3. A declaration that the delivery of the Applicant’s share certificate to him on the 1st February 2008 on the said offer was done late and in disregard of the stipulated Rules and guiding Regulations and as a result, the Applicant has suffered damages.
4. An order of mandatory injunction, directing the 1st, 2nd and 3rd Respondents to immediately comply with the Regulations of the Investment and Securities Act of 1999.
5. An Order restraining the 1st, 2nd, 3rd and 4th Respondents from issuing any share to the members of the public or participating in any public issue to the public, except in accordance with the provisions of the law and Rules and Regulations
6. The sum of N15,000,000= (Fifteen Million Naira Only), as general damages for loss of revenue and opportunity cost of the Applicant’s investment with the 1st Respondent
7. The sum of #7,000,000= (Seven Million Naira) as exemplary damages against the 1st to 4th Respondents
8. The sum of N2,000,009= (Two Million Naira) as special damages against the 1st, 2nd, 3rd and 4th Respondents on account of the Applicant’s legal cost and other incidental expenses
9. An order compelling the Securities and Exchange Commission to Sanction the Respondents for breach of the Investments and Securities Act and the Securities Act and Securities and Exchange Commission Rules and Regulations made pursuant to the Act.

The 1st Respondent had on 23rd of February 2001, advertised for the subscription of its shares and paid the shares of 2,000,000 at N35 per share through the agents of the 1st Respondent. After waiting for the shares, the appellant was not issued with the share certificate. The appellant thereafter filed an Originating Application against the respondents. Pleadings were filed and exchanged, but the Tribunal suo motu raised issue of jurisdiction to entertain the claim and invited parties to address it and later in its ruling of 30th April 2008, it held that it lacked jurisdiction to entertain the matter and also ruled that the Appellant had not taken step by complaining to the Securities and Exchange Commission.

Dissatisfied with the decision, the appellant unsuccessfully appealed to the Court of Appeal hence a further appeal to the Supreme Court.

ISSUE(S) FOR DETERMINATION:

The Court determined the appeal on the issues raised by the 1st-4th Respondents and couched as follows:

 

(i) Whether the Court below was right in dismissing the appellant’s appeal on the ground that under Section 284 (1) (a) of the Investments and Securities Act 2007, the trial Tribunal lacked the jurisdiction to entertain the appellant’s claim against the 1st-4th respondents.

(ii) Whether having held that the trial Court/Tribunal had jurisdiction to entertain the application against the 5th respondent alone under Section 284 (1) (d) of the Investments and Securities Act 2007, the lower Court was right in holding that the action against the 5th respondent cannot be sustained and that no valid Order can be made by the Trial Tribunal without joining the 1st- 4th respondents.

DECISION/HELD:
On the whole, the Court found no merit in the appeal and accordingly dismissed same.

RATIO DECIDENDI

• TRIBUNAL – INVESTMENTS AND SECURITIES TRIBUNAL – Whether there must be a decision/determination on a complaint made to the Securities and Exchange Commission for the Investment and Securities Tribunal to have jurisdiction over a matter
• COURT – JURISDICTION – Importance of jurisdiction; effect where a Court lacks jurisdiction over a matter
• PRACTICE AND PROCEDURE – PRELIMINARY OBJECTION – Whether a preliminary objection raised on appeal must be resolved before hearing the substantive appeal
• PRACTICE AND PROCEDURE – ISSUE OF JURISDICTION – When an objection to the jurisdiction of Court can be raised
• COURT – JURISDICTION – What confers jurisdiction on a Court