Whether a Judgment/Order of Court Is Binding on Both Parties to the Suit and their Privies

CASE TITLE: WESTAF PROPERTIES LTD v. SANI & ANOR (2022) LPELR-58782(CA)

JUDGMENT DATE: 25TH OCTOBER, 2022

PRACTICE AREA: COMPANY LAW

LEAD JUDGMENT: ITA GEORGE MBABA, J.C.A.

SUMMARY OF JUDGMENT:

INTRODUCTION

This appeal borders on Company Law.

FACTS

This appeal is against the ruling of the High Court of Kano State, delivered by Justice Patricia Muhmoud (now JCA).

The Appellant, a member of MRS Group of companies (others including MRS Oil & Gas Co. Ltd and MRS Investment Ltd) had the property situate at No. 2 Bayero University, Kano Road (popularly known as Cold Room Meat Store or GIDAN NAMA). The said property was transferred by Nasara Agro-Industrial Co. Ltd to Bank of the North Ltd, which later became Unity Bank Plc, and finally Polaris Bank Ltd. Sometime in 2006, the property was acquired by the MRS Group from Unity Bank Plc.

The 1st Respondent claimed to have acted as an agent to the Group in their acquisition of the property from Unity Bank Plc and on or about the 17th of November 2006, commenced an action to claim his commission/agency fee. ​The 1st Respondent, by his Writ of Summons and Statement of Claim, sought specific relief against the appellant or any member of the MRS Group.

The trial Court had entered judgment for the 1st Respondent in the suit in the said sum of N5.70 million, representing 5% commission of the purchase price of N115, 000,000, in respect of the property, N575,000 representing Solicitors fees paid to 1st Respondent’s Solicitor for prosecuting the case, and interest at the rate of 10%, from date of judgment, until final liquidation of the judgment sum. The 1st Respondent took out a motion for leave to attach and sell the immovable properties of the judgment debtors, which motion was granted by the trial Court.

The Appellant, who said it was neither a party to the suit, nor participated in any of the proceedings, filed an interpleader summons, seeking to set aside the order granting leave to the 1st Respondent to attach and sell the landed property of the Judgment Debtors to satisfy the judgment debt, and claimed ownership of the said property. The Court refused the appellant’s application. Dissatisfied, the Appellant lodged an appeal at the Court of Appeal.

ISSUES FOR DETERMINATION

The appeal was determined on a lone issue viz:

“Whether the Appellant’s Interpleader Summons seeking to set aside the lower Court’s Order made on 18/6/2012 granting leave to the 1st Respondent to attach and sell the landed property of the Appellant ought to have been granted by the Lower Court in the interest of justice?”

DECISION/HELD

In conclusion, the appeal was dismissed and the ruling of the trial Court was affirmed.

RATIOS:

• COMPANY LAW – LIABILITY OF A COMPANY – Whether each affiliate company is a privy of the group company and is bound by any decision of Court against the group company