RULING Upon being served with the originating processes commencing this Suit the Defendants/Applicants vide Notice of Preliminary Objection dated 21/2/2018 and the filed on 22/2/2018, the Defendants pray this Honourable Court to strike out this Suit for being incompetent. The grounds for this Objection are:- 1. That this suit was not commenced by due process of law, the Claimant having failed to fulfil the Conditions precedent by embrassing the constitutionally provided avenues for the resolution of dispute as contained in the Bye-law of the 1st Defendant/applicant. 2. That the entire suit as herein constituted before this Honourable Court is incompetent. In support of this application is a 4 paragraphs affidavit with one excusive marked as exhibit CBN1. The cruse of the averments is the affidavit is support are to the effect that the Claimant is a member of the 1st Defendant/Applicant with Coop number 6373. That the Bye-law of 1st Defendant/Applicant makes provision for settlement of dispute between the 1st Defendant/Applicant and its member. That the Claimant did not comply with provision of settlement of dispute before instituting this suit. The Applicants also filed a written address in line with the Rules of this Court. O. S. Owazim, Esq Counsel for the Defendant/Applicant in his oral submission before the Court relied on all the averments contained in the affidavit in support and the exhibit attached therein. Counsel also adopted the written address filed as his argument of the application. In the written address adopted by Counsel lone issue was submitted for determination, to wit: “Whether this Honourable Court has the requisite jurisdiction to entertain this suit in the absence of the Claimant complying with the mandatory Internal Dispute Settlement Mechanism and procedure established by the Bye-law of the 1st Defendant/Applicant which Bye-law Claimant has pledged allegiance to?” Counsel started his argument of the issue for determination by contending that it is well settled that the life wire of any adjudication is jurisdiction, without which proceedings of the Court no matter how well conducted, becomes null and void. On this submission Counsel relied in the case of UTIH V ONOYIYULE (1991) 1 SCNJ 25 AT 49. Counsel further submitted that where a law or even agreement of parties prescribe a method for doing of a thing, that method must strictly be adhered to and there is no getting around that by any of the parties. On this contention Counsel relied on CCB (NIG) PLC V A. G. ANAMBRA STATE (1992) 8 NWLR (PT. 261) 528 AT 556. It is submitted by Counsel that by virtue of the Bye-law of the 1st Defendant which the Claimant has agreed to obey and enlisted himself as a member thereof. Article 39.0 provides:- “Any dispute arising or concerning the society, its members past or present or persons claiming through them shall be referred first to the Management Advisory Committee adjudicate or to the Advisory Committee or the society where the matter could not be resolved by the Management Committee. Where a member still felt aggrieved after the division or the Advisory Committee, the party may appeal to the Chief Registrar of Cooperatives for Settlement by arbitration as provided for in the Act”. It is the contention of Counsel that the use of the word ‘shall’ in Article 39.0 connote compulsion mandatory and no allowance for discretion. On this Counsel cited OGIGI V STATE (2005) 9 NWLR (PT. 918) 256. Counsel submitted that the Supreme Court has maintained with an unwavering consistency that where a statute or enactment imposes pre-condition before the commencement of an act, non-compliance with the pre-condition goes to the root of jurisdiction of the Court. On meaning of condition precedent Counsel relied on ATALAGBE V AWUNI (1997) NWLR (PT. 522) 536. NNONYE V ANYICHIE (2000) 1 NWLR (PT. 639) 682, RANSOME KUTI V AG FEDERATION (1985) NWLR (PT. 6) 211. It is the contention of Counsel that non-compliance by the Claimant rob this Court of the competence and jurisdiction to adjudicate this suit an initio. Counsel relied on MADUKULU V NKENDLIM (1962) 1 ALL NLR 587 AT 594 where Supreme Court held that the Court will only be properly constituted to adjudicate over a matter where the case comes before the Court initiated by due process of law and upon fulfilment of any condition precedent to the exercise of jurisdiction by the Court thereof. It is also the contention of Counsel that issue of jurisdiction when revised must be resolved at the earliest possible time before delving into the merit of the substantive matters. On this submission Counsel cited FBN V TSA INDUSTRIES LTD (2010) IS NWLR (PT. 1216) 247. Counsel submitted that the failure of the Claimant to meet the condition precedent before instituting this case is fatal to his case and rendered the suit incompetent and deprives this Court of its jurisdiction to entertain same and such a case/suit is entitled to be struck out, on this contention Counsel relied on ODOEMELEME V AMAD EJUME (2008) 2 NWLR (PT. 1070) 179. ASOGWA & ORS V CHUKWU & ORS (2003) 4 NWLR (PT. 811) 540 AT 559. In reaction to the preliminary objection the Claimant filed a 17 paragraphs counter affidavit and a written address. The salient averments in the counter-affidavit are to the effect that the Claimant apart from being a member of the 1st Defendant/Applicant with membership member Coop 6373, the Claimant is a staff of the 1st Defendant with staff number 00033. The Claimant also averred that Exhibit CBN 1 attached to the affidavit in support was referring to members past or present and not to staffers of the cooperative. That the Claimant as a staff has right, and obligation different from those of the member. That the Claim of the Claimant is in respect of his employment as member of the 1st Defendant. According to the Claimant the Bye-law given to him upon his employment by the 1st Defendant did not make any provision mandating the Claimant as a staff of the 1st Defendant/Applicant to first refer his dispute with the 1st Defendant to management committee who are in the first instance responsible for the suspension of the Claimant. Ode Pious, Esq Counsel for the Claimant in his oral submission before the Court relied on all the paragraphs on the counter affidavit filed in opposition to this objection. Counsel also adopted the written address filed as his argument. In the written address Counsel distilled one issue for determination, to wit: “Whether as presently constituted the Claimant’s suit was commenced by due process of law and competent to be heard by this Honourable Court. Counsel begun his submission by contending that the Bye-laws of the 1st Defendant being relied upon by the Defendants/Applicants is different and unknown to the Claimant herein. Exhibit CBN 1 attached to affidavit in support and Exhibit A Frontloaded by the Claimant in his originating processes are different (though they are supposed to be one and same document). Counsel submitted that it is trite law that the competence of Court is determined by existing law as at the time cause of action in dispute arose and not by the existing law at the time of trial Court or the Court of Appeal. GABRIEL MADUKOLU & ORS V JOHNSON NIKEMDILLIM (1962) 1 ALL NLR (PT. 4) 581, WESTERN STATE WORKERS UNION OF NIGERIA & ANOR V IRON & STEEL WORKERS UNION & ANOR (1986) 6 SC 38 AT 50 – 51, CHIEF VICTOR UKUWU & ORS V CHIEF MARK BENUE (1997) 8 NWLR (PT. 518) 527 WUAIFO V AG BENDEL STATE (1983) 4 NCLR. It is the contention of Counsel that competence of Court is determined by the existing law as at the time the cause of action in dispute arose and not by the existing law at the time of trial court or the court of appeal. On this submission counsel relied on the case of GABRIEL MADUKOLU V JOHNSON NKENDLIM (1962) 1 ALL NLR (PT.4) 581, WESTERN STEEL WORKERS UNION OF NIGERIA & ANOR. V IRON STEEL WORKERS UNION & ANOR (1986) 6 SC 35, CHUEF VICTOR UKWU V AG BENDEL STATE (1983) 4exhibt CBN 1, was not NCLR 1. Counsel submitted as at the time the cause of action arose exhibit CBN 1 was not in use until Claimant was suspended. Counsel submitted the Bye-law first loaded contain Articles 001 – 0033 while exhibit CBN1 contain Articles 001 – 0034 and Article 39.0 being relied upon by the Defendants does not exist in exhibit CBN through similar provisions exists. It is submitted that assuming without conceding that the Defendants annexed exhibit CBN 1, is a valid Bye-law of the 1st Defendant, the said provision heavily relied upon by the Defendants which has similar provision in the annexure ‘A’ specifically referred to dispute with the society and members of the society, past and present claiming through him. Articles 004 – 005 provides for membership and admission into cooperative (1st Defendant) while employment of staffs of the cooperative is provided by Employment letter, Regulation & Labour Law particularly Article 004 (iii) provides for membership by virtue of being a staff of CBN Multipurpose Cooperative Society. By implication you must first have been employed as a staff of the 1st Defendant before you can thereafter become a member of the Defendant. Counsel submitted that the Claimant apart from being a member of staff of the Defendants. The Claimant’s rights and obligation as a member are different from his rights and obligations as a staffer, to buttress this point reliance was placed on JFS INVESTMENT LTD V BRAWAC LINE LTD (2011) VAL. 17 WRN SC 1, where the court held that where parties enter into a contract they are bound by the terms thereof, and the Court will not allow to be read into such constract terms in which there is no agreement. SABA V NIGERIA CIVIL AVIATION TRAINING CENTRE (1999) 8 NWLR (PT. 615) 492, AJAGBE V IDOWU (2011) VAL. 37 WRN SC 1. Counsel submitted that the Defendant cannot be allowed to rely on clause specifically meant for member of 1st Defendant. Counsel concluded argument by submitting that the Claimant having complied with the Rules of this Court and not having been inhibited by any Condition precedent to the filing of this suit against the Defendants/Applicants has dully commenced this suit by due process. REPLY ON POINTS OF LAW In the reply on points of law the Counsel for the Defendants in argument 1.4 has conceded to the Bye-Law frontloaded and annexed to the counter-affidavit in opposition. Counsel argued that all staff of the 1st Defendant are members bound by the Bye-Law of the 1st Defendant. On this Counsel submitted that the contention of the Claimant that he is suing as a staff and not member of the 1st Defendant is misconceived, because there is no specific document binding the Claimant and the 1st Defendant outside the said Bye-law. It was further argued that the Claimant in his pleading has averred that he was given Bye-law of the Cooperative Society and in the letter of offer of appointment it was stated the services will be governed by the Society’s Regulations in force. Counsel referred to Article 031 i of the Bye-law where it was stated that disputes between the society and its member shall be referred to the Registrar for settlement by arbitration as provided in the Articles. And Articles 002 (vi) define Registrar to mean Chief Registrar of the Cooperative, Abuja. Counsel contended that there is no separation between staff and member of the 1st Defendant one is tied to the other, particularly as Claimant accepted that in addition to his offer of appointment the 1st Defendant handed to him the Bye-law as the document regulating their relationship. Counsel further submitted that membership of the 1st Defendant can be obtained in two ways:- 1. By a party being employed by the CBN and that person willingly applying to join the 1st Defendant as a member or 2. By the 1st Defendant (Cooperative Society) giving employment to a party and such a party by reason of the appointment automatically becoming a member of the 1st Defendant. It is the contended that the Claimant cannot be allowed to approbate and reprobate by choosing which particular clause or Article from the Bye-law and praying for rejection of the other, to support this contention Counsel relied on the case of MALLAM SAIDU AMORI V YAKUBU IYANDA (2008) ALL FWLR (PT. 416) 1864. Counsel urged the Court to give effect to the Bye-law being the only document pleaded deposed to, frontloaded and accepted by both the Claimant and Defendants as the only document regulating their relationship thereof. With regard to the further affidavit filed by the Claimant it is the submission of Counsel for the Defendants that the affidavit is incompetent and cannot be used on 3 grounds. a. It is wrong to file further affidavit when what Claimant should have filed is further counter-affidavit. b. There was no written address to support and argue the further affidavit, it cannot therefore be argued. c. Between the time of filing of reply on points of law and when further affidavit was filed is a period of 1 month and there is no motion for extension of time. Counsel also submitted that Order 18 Rule 6 cannot apply in this suit since there is challenge to jurisdiction of the Court, Counsel urged Court to uphold the objection. COURT’S DECISION I have carefully perused the content of the originating processes commencing this suit, the Defendants notice of preliminary objection, affidavit in support of the notice of preliminary objection, the written address as well as the reply on points of law of the Defendants/Applicants. I have equally examined the counter-affidavit filed, the further affidavit and the written address of the Claimant in opposition to the notice of preliminary objection. In my view the issue calling for resolution is whether or not the condition precedent in the Bye-law of the 1st Defendant is applicable in this suit’’. I shall begin consideration of this objection by trashing certain preliminary issues arising from addresses of Counsel. The bye-law which both parties exhibited are not the same, they differ in some particulars. The bye-law exhibited as exhibit CBN 1, by the Defendants in their affidavit in support seems to have more Articles than the Bye-Law exhibited as exhibit B in the counter affidavit of the Claimant in opposition to Defendants objection. A careful perusal of Exhibit CBN 1, will clearly show that it contained articles or clauses 001 - 0040, however, the last page which is the signature page authenticating the document shows that the document contained 0034 Articles or clauses. This revelation clearly shows that there are some differences between the two exhibits purporting to be one document. The bye-law exhibited by the Defendants is contractor in itself, it purport to have Clauses or Articles 001-040, but the authenticating page indicates that the last article or clause in the Bye-law is 034. However, the Counsel for the Defendants/Applicants may be having sensed the discrepancy in his exhibit CBN1 has in his reply on points of law as per paragraph 1.4 conceded by accepting to adopt the Bye-Law marked as exhibit B in the counter-affidavit of the Claimant/Respondent. This has settled the controversy regarding the authenticity of the Bye-Law in operation or which out of the two Bye-Laws should be accepted as the authentic Bye-law. With this the Bye-Law to be considered for the purpose of this application is exhibit B attached to the counter-affidavit of the Claimant/Respondent, since the Defendants have conceded to the one presented by the Claimant. The next issue to be resolved is the objection raised by the Counsel for the Defendants/Applicants in his oral submission before the Court on the competence of the further affidavit filed by the Claimant on 4/5/18 in opposition to the Defendants/Applicants’ preliminary objection. According to Counsel the further affidavit filed by the Claimant/Respondent is incompetent on the grounds that it was titled further affidavit and not further counter-affidavit, that there was not written address filed in support of the further affidavit and lastly, between the time of filing of reply on points of law and the time of filing of the further affidavit is a period of one Month and there was no motion for extension of time. The Rules of this Court in Order 17 provides for filing of affidavit in support, counter-affidavit and further and better affidavit. The rules is silent about filing of further counter-affidavit by the Respondent or filing of further affidavit in opposition. Since there is no provision in the rules prohibit filing of affidavit by the Respondent after filing of counter-affidavit and reply on point of law, the step taken by the Respondent in this case cannot be faulted. On the issue of time there is no provision in the rules that peg time limit for further counter-affidavit, what the rules provides are time for filing of counter affidavit and time for filing of further and better affidavit, so the objection on limitation of time has no basis, it is hereby rejected. On the issue of title, it is to be noted that heading an affidavit as affidavit in support, counter-affidavit or further and better affidavit is for the purpose of identifying the party filing the affidavit and for what it is meant to deal with. The heading of affidavit by the Respondent in this case as further affidavit in opposition clearly sends the signals that the said affidavit was filed by the Claimant/Respondent in further opposition to the preliminary objection. Since there in no miscarriage of justice and the Defendants were never misled by such heading the said affidavit cannot be faulted on that ground of wrong title or heading. The expectation from the Defendants if they have anything against the averments contained in the further affidavit is to file an affidavit to contradict or controvert the averments contained therein and not to wait for the time for address this is because argument cannot be substitute for evidence. See MRS MERCY SABINA FORSON V CALABAR MUNICIPAL GOVERNMENT & ANOR (2093) LPELR-7273(CA), (2004) 9 NWLR (Pt.878) 227, ZENITH BANK PLC V BANBANKOLANS INVESTMENTS LIMITED & ANOR. (2011) LPELR-9064(CA), OBA ILUFEMILOYE ADESOLA & ANOR. V OBA OLUDELE FALADE_FATILA & ORS. (2014) LPELR-23800(CA), CHAIRMAN EFCC & ANOR. V DAVID LITTLECHILD & ANOR. (2015) LPELR-25199(CA). Coming to the main issue for resolution, the objection of the Defendants/Applicants to this suit is hinged on the alleged non fulfilment of condition precedent to institution of this action. The non-compliance was said to have been with respect to mandatory internal dispute resolution mechanism cum procedure provided in Article 31 i, of the Bye-law of the 1st Defendant/Applicant. The Counsel for the Defendants/Applicants has submitted that Article 31 i, of the Constitution of the 1st Defendant/Applicant will operate as a condition precedent which must be fulfilled by any member of the of the 1st Defendant/Applicant before approaching a Court of law for redress or ventilation of his grievance. It is the contention of Counsel for the Defendants that Article 31 i, is a condition precedent, a procedure to be followed, which all the members of the 1st Defendant/Applicant are bound by as a contract and no member shall be permitted to violate it. The Claimant/Respondent on the other had insisted that the provisions of Article 31 i, being relied upon to raise this objection is not applicable to the Claimant. According to the Claimant there is a difference between being a member or employee of the 1st Defendant/Applicant. It is pertinent to point out here that a law which prescribes condition that have to be fulfilled or complied with before a person can commence or institute legal proceedings against anybody or person does not constitute a denial to access to the court by anyone wishing to do so and is not unconstitutional or inconsistent with the provisions of the constitution see Madukolu V Nkendillim (1962) 1 All NLR 587, this case decided that any condition precedent to the exercise of jurisdiction of a Curt must be fulfilled. In other words, where a statute provide for a condition precedent to the commencement of an action, failure or neglect to fulfilled or complied with the condition will deny the court jurisdiction to hear the matter. In Saude V Abdallah (1989) 4 NWLR (pt 116) 387, the supreme court held that proceeding before a court of law will be regarded as a nullity where the case before the court was not initiated by due process of law, or that there is a condition precedent to the exercise of jurisdiction. The court also held that there is non-compliance with due process of law when the procedural requirements have not been complied with, or the preconditions for the exercise of jurisdiction have not been complied with. In such a circumstance, the defect is fatal to the competence of the trial court to entertain the suit. This is because the court will in such a situation not be seized with jurisdiction in respect of the action see Abakaliki Local Government Council V Abakaliki Mils Owners Enterprises of Nigeria (1990) 6 NWLR (Pt 155) 182 @ 190. The University of Ife V Fawehinmi Construction Co Ltd (1991) 7 NWLR (Pt 201) 26 @ 37 and 38, Nigerian Cement Company V Nigeria Railway Corporation &Anr. (1992) 1 NWLR (Pt. 220) 747 @761, Anambra State Government V Nwankwo & Ors.(1995) 9 NWLR (Pt. 418) 245 @ 256 and 257. It is patently clear from the foregoing authorities that for a court of law to be competent to exercise jurisdiction over a matter all conditions precedents to exercise of jurisdiction must be fulfilled. This has not been disputed by the parties in this case. The only area of dispute is that, to the Defendants/Applicants the provision of Article 31 i, of the Constitution of the 1st Defendant has imposed condition precedent to be fulfilled before an action can be commenced by the Claimant. While the Claimant/Respondent on his part is contending that the so called condition precedent is not applicable to him as Claimant, it can only apply if he is approaching Court as a member of the 1st Defendant/Applicant and not as a staffer. For proper appreciation of the position of law, it is pertinent at this juncture to consider the proper meaning of the word condition and the words condition precedent. In Orakul Resources Ltd V N. C. C. (2007) 16 NWLR (Pt. 1060) 270 @ 307, the Court of Appeal define ‘’condition’’ to mean ‘’ a provision which makes the existence of a right dependent on the happening of an event; the right is then conditional as opposed to an absolute right. A true condition is where the event on which the existence of the right depend is in the future and uncertain’’. In the same case condition precedent was defined as ‘’one on which delays the vesting of a right until the happening of an event’’. Having defined condition precedent it is appropriate to examine the provisions of Article 31 i. which is the subject of this application. In order to appreciate and discern the proper purport of the article, it is as follows: “Any dispute arising or concerning the society, its members past or present, or person claiming through them shall be referred to the Registrar for settlement by arbitration as provided in the ordinance. The resolution of the issue depends on proper construction of the above quoted provision of the 1st Defendant’s Constitution. It is to be noted that the objective of any interpretation is to discover the intention of the makers of the document to be interpreted. The duty of the court is to interpret and give adequate and as close as possible accurate and ordinary meaning to the words used in the document, unless this would lead to absurdity or be in conflict with other provisions of the document. This means a clause in a document should be construed as a whole and should be given an interpretation consistent with the object and general context of the entire document. Ardo V Nyako (2014) 10 NWLR (Pt. 1416) 591 @b 628, PWTH AG V. CEDDI CORP LTD (2012) 2 NWLR (pt 1285) 465 @ 489. Ekeagu V Aliri (1991) 3 NWLR (Pt. 179) 258 @ 377. Ministry of Education Anambra state (2014) 14 NWLR (Pt 1427) 351 @ 377. In interpretation, Court is enjoined to read every word or clause in the document and construe them not in isolation but with reference to the context and other clauses in the document so as to get the real intention of the parties. Amaechi V INEC (2007) 9 NWLR (Pt1040) 504 @ 536. It is equally important to point out here that the obscurity or doubt of any particular word or words in a document may be removed by reference to associated words, and the meaning of a term may be enlarged or restricted by referring to the object of the whole clause in which it is used, see Ekpo V Calabar Local Government (1993)3 NWLR (Pt. 281) 324 @341. In this case reading the entire provisions of Article 31 i, of the 1st Defendant/Applicant’s Constitution, it will be revealed that the intention of the makers of the Constitution of 1st Defendant/Applicant is to place restriction on access to Court pending resolution by internal dispute resolution mechanism. The Article lay down procedure to be followed by any aggrieved member of the society before instituting any action before a Court of Law including this Court. What the Article meant to achieve is to deny members of the society access to Court of law to seek redress for any alleged violation of right or entitlement. But, it is apparent in my view that the said procedure of internal dispute resolution is not applicable to members of staff of the 1st Defendant/Applicant in so far as the action relate to dispute connected with their employment. It is to be noted that the law regarding employment is that employment is governed by the contractual agreement of the parties as contained in the letter of appointment and condition of service if any. In the case at hand the contract of employment as contained in the letter of appointment which is part of the documents frontloaded and attached to originating process commencing this suit clearly stated that the services of the Claimant with the society will be governed by the society’s regulations in force. This is a clear confirmation that the employment contractual relationship between the Claimant and the 1st Defendant/Applicant is not governed by the Bye-law of the society but by regulations in force. This also means that in the absence of any regulation then the contractual relationship will be governed by the letter of appointment. See INTERNATIONAL DRILLING CO. NIG. LTD. V AJIJOLA (1979) 1 ALL NKR 117 @ 130, MR. S. ANAJA V UNITED BANK FOR AFRICA PLC (2014) 4 ACELR 78 @ 90-91. In Article 002 (v) of the Bye-law defined ‘regulations’ as made under law as amended from time. This definition presupposes that Regulation are made under the Bye-law. In view of this finding I accept exhibit C attached to further affidavit of claimant in opposition to defendants notice of preliminary objection as the 1st Defendant/Applicant’s Regulations governing the employment contract of the Claimant with the Defendants/Applicants. A close examination of the entire Constitution of the 1st Defendant will revealed that the Bye-law is not meant to governed relationship of the 1st Defendant/Applicant with its employee in relation to dispute arising from their employment. The Bye-law comes to play when there is dispute between the 1st Defendant/Applicant and any of its members in relation to the activities of the society. This view is strengthened by the fact that the provision of Article 31 i, has clearly and unambiguously stated that dispute shall be submitted to the Registrar for resolution. It is worth noting that in Article 002 (vi) define ‘Registrar’ to means Chief Registrar of Cooperative Society, Abuja’’. It must be understood that the relationship of the 1st Defendants with its staffers is not subject to the jurisdiction of the Registrar. Article 032 of the 1st Defendant’s Constitution make provisions for disciplinary action. A close examination of this provision will show that the provision is applicable to discipline of erring members of management Committee of the society. This provision is not of general application, it does not apply to members of staff of the society. This provision also goes to support the claim that the Bye-law does not have provisions for discipline of members of staff of the 1st Defendant. In view of the foregoing, I am of the view that Article 31 i, of the 1st Defendant/Applicant’s Constitution is not applicable to members of staff of the Defendant/Applicant, more particularly when it comes to issue of employment. The entire Bye-law to mind is applicable only to members of the 1st Defendant in respect of dispute relating to administration or finance of the society. My finding above means that the right of the Claimant in this suit to ventilate his grievance before a Court of law has not been delayed nor effected in any way or by operation of law. In view of reasons adduced above I hold that the Claimant’s action before the Court is competent. The provisions of Article 31 i, of the bye-law being relied upon by the Defendants/Applicants to object to this suit is not applicable to members of staff of the 1st Defendant in respect of their contract of employment. The preliminary objection fails and is hereby dismissed for not being meritorious. Ruling is entered accordingly. Sanusi Kado, Judge.