Whether the Acquisition of a Company Comes with its Assets and Liabilities

CASE TITLE: DANTATA FOODS & ALLIED PRODUCTS LTD v. A.G. LEVENTIS (NIG.) PLC (2022) LPELR-56734(CA)

JUDGMENT DATE: 4TH FEBRUARY, 2022

PRACTICE AREA: LANDLORD AND TENANT

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

SUMMARY OF JUDGMENT:

INTRODUCTION

This appeal borders on recovery of premises.

FACTS

The Appeal is against the decision of Kano State High Court, delivered by Justice Dije Abdu Aboki.

At the trial Court, the Plaintiff/respondent had claimed against the Defendant/appellant, as follows:

(1) An Order for immediate recovery and possession of the premises occupied by the Defendant known as Plot 33, Challawa Industrial Estate Kano from the Defendant.

(2) An Order directing an appropriate person or persons to enter the said Plot No. 33 Challawa Industrial Estate for the purpose of ejecting the Defendant therefrom and deliver vacant possession of the said premises to the Plaintiff.

​(3) An Order directing the Defendant to make an immediate payment of the arrears of rent of Nineteen Million Two Hundred and Fifty Thousand Naira only (N19,250,000) to the Plaintiff and mense profit at the cost of N229,167 per month and N91,666 per day, with effect from 1st February, 2017 till vacant possession is given to the Plaintiff.

(4) The Plaintiff also claims the cost of this action which the Defendant is making the Plaintiff to incur as expenses on account of this Suit.

The crux of the Plaintiff’s case was that the appellant acquired Premier Bottling Company Ltd., a tenant of the respondent. It then informed the respondent of its interest in buying the property and to continue the payment of rent from February, 2010.

The appellant, on the other hand, contended that, it was not a tenant of the respondent, as it was no longer in possession of the premises.

The trial judge held that, it has been established that the Defendant went into the property, disposed of the machineries and locked up the place, with no evidence showing that they have given possession to the Plaintiff. The trial Court thus entered judgment for the Plaintiff against the Defendant and also dismissed the counter claim.

Being dissatisfied, appellant appealed to the Court of Appeal.

ISSUES FOR DETERMINATION

The Court determined the appeal on a sole issue as follows:

Whether a tenancy agreement and or lease ever came into existence between the Respondent and Appellant over the Respondent’s property situate at Plot 33 Challawa Industrial Estate, Kano, between the period of 1st February, 2010 to 31st January, 2017 to entitle the Respondent to the judgment of the trial Court?

DECISION/HELD

In the final analysis, the Court held that the appeal lacked merit and it was accordingly dismissed.

RATIOS:

• COMPANY LAW- ACQUISITION OF COMPANY: Whether one who acquires a company also acquires its liabilities
• APPEAL- ISSUE(S) FOR DETERMINATION: Whether a respondent who has not cross-appealed or filed a respondent notice can raise issues not related to the grounds of appeal filed by the appellant
• APPEAL- UNAPPEALED FINDING(S)/DECISION(S): Effect of unappealed finding(s)/decision(s) of court