Whether the Corporate Affairs Commission Needs a Court Order to Conduct an Investigation into the Affairs of a Company

CASE TITLE: J.A. ODUTOLA PROPERTY DEV & INVESTMENT CO. LTD. v. CAC (2024) LPELR-61717(CA)
JUDGMENT DATE: 8TH MARCH, 2024
PRACTICE AREA: COMPANY LAW
LEAD JUDGMENT: ADEBUKUNOLA ADEOTI IBIRONKE BANJOKO, J.C.A.

SUMMARY OF JUDGMENT:

INTRODUCTION:
This appeal borders on Company Law.

FACTS:

This appeal is against the Judgment of the Federal High Court, Abuja.

The children of the deceased majority shareholder of the appellant had caused a Petition to be written to the Defendant/Respondent on Allegation of irregularities and depletions in the deceased’s shareholding and advised that a restriction be placed on the file of the Appellant pending the final determination of the suits at both the Lagos State and Ogun State High Courts in respect of the same.

The Respondent notified the Appellant Company about the petition written against the company and furnished them with a copy.

In their reply, the Appellants wrote to confirm that there were indeed irregularities but cautioned the Defendant/Respondent against placing a restriction without a Court Order. However, the Defendant still placed a Caveat/Restriction on the file of the Appellant.

Not knowing yet its status with the Defendant, the Plaintiff wrote letters to the Defendant seeking to obtain a Certified True Copy of all its documents in the custody of the Defendant, but the Defendant declined on the ground that there were two suits pending in Ogun State and Lagos State High Courts in respect of the estate of the deceased majority shareholder of the Appellant.

After unsuccessful attempts at making the Defendant lift the caveat on its file, the Plaintiff/Appellant approached the trial Court.

In their written address filed alongside the Originating Summons, the Plaintiff raised two Issues for the Court’s determination. The Defendant on their own part, filed their Counter Affidavit and Written Address.

After the conclusion of the hearing, the trial Court dismissed the claims of the appellant. Dissatisfied with this decision, Appellant appealed.

ISSUE(S) FOR DETERMINATION:
The Court determined the appeal on the following issues, viz:

1. “Whether or not it was proper for the learned trial Judge to raise the issue of Section 7(1)(c) of the Companies and Allied Matters Act 2004 (now Section 8(1)(c) of the Companies and Allied Matters Act 2020) (hereinafter referred to as CAMA) suo motu and determine the issue without allowing Counsel to the parties to address him on it.”
2. “Whether the Learned Trial Judge was right to hold that the Respondent has unlimited powers to place a restriction on the file of the Appellant with the Respondent on the basis of a petition from the children of the deceased majority shareholder and prevent the Appellant from exercising their rights and performing their statutory duties without an Order of Court.”

DECISION/HELD:
In the final analysis, the Court dismissed the appeal.

RATIOS:
• COURT- RAISING ISSUE(S) SUO MOTU: Whether a Court can raise an issue suo motu and determine it without hearing parties; exceptions thereto
• COURT- DUTY OF COURT: Duty of Court to interpret the law/provision of a statute
• GOVERNMENT AGENCY- CORPORATE AFFAIRS COMMISSION: Whether the Commission can conduct an investigation into the affairs of a company without the need to obtain a Court order
• INTERPRETATION OF STATUTE- “MAY”: Guideline as to how to construe the word “may” when used in a statute

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