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This is a transferred case from the Federal High Court. The case was transferred to this Hon. Court by Hon. Justice A. Bello of the Federal High Court on the 7th of March, 2012. Consequently, the claimants filed an Amended Originating Summons dated the 24th July, 2012 in this Court on the 25th July, 2012. The questions for determination in the Amended Originating Summons are as listed below: (1) Whether the 1st defendant being part of the public service of Nigeria by virtue of section 318 of the 1999 constitution of Nigeria as Amended [sic], is subject to paying the claimant and those they represent, their pension and gratuity in accordance with the pension’s rights of public servants under the Constitution of Nigeria. [sic] (2) Whether by virtue of section 173 [1] of the 1999 Constitution of Nigeria as Amended [sic], the claimants and those they represent are entitled to receive their pension and gratuity under an existing law enacted to regulate the pension right of public servants in Nigeria at the time they were compulsorily retired from the service to wit: the Pensions Act CAP 346, Laws of the Federation of Nigeria 1990. [sic] (3) Whether the claimants and those they represent being former employees of the 1st defendant were subject to the disabilities, liabilities and restriction [sic] prescribed for the members of the public service of the Federation by or under the 1999 Constitution of Nigeria as amended and therefore entitled to all the rights, privileges and immunities including the pension’s rights of public servants under the Constitution of Nigeria. [sic] (4) Whether the 1st defendant’s existing Pension and Gratuity Scheme which is not regulated by any law is not in contravention of section 173 [1] of the 1999 Constitution as Amended [sic] in view of the fact that it is a public servant [sic]? (5) Whether the 1st defendant’s existing Pension and Gratuity Scheme which is not regulated by any law and which has put the claimants and those they represent in a disadvantage position is not inconsistent with the provisions of section 173 [2] of the 1999 Constitution as Amended and therefore be declared null and void to that extent. [sic] And the reliefs claimed thereof are as listed below: 1. A DECLARATION that the 1st defendant being part of the public service of Nigeria within Section [sic] 318 of the 1999 Constitution as Amended [sic] must carry out its duty to effect the payment of Pension and Gratuity [sic] to the claimants and those they represent on the basis of their total emolument in accordance with pension’s rights of Public Servants [sic] under the Constitution of Nigeria. 2. A DECLARATION that the claimants and those they represent being former employees of the 1st defendant were subject to the disabilities, liabilities and restriction [sic] prescribed for members of the public service of the Federation by or under the Constitution of Nigeria as amended and are therefore entitled to enjoy all rights, privileges and immunities including the Pension’s Rights of Public Servants [sic] under the Constitution of Nigeria. 3. A DECLARATION that by virtue of section 173[1] of the 1999 Constitution of Nigeria as Amended [sic], the claimants and those they represent are entitled to receive their pension and gratuity [sic] under an existing law enacted to regulate the pension rights of public servants in Nigeria at the time they were compulsorily retired from service to wit: the Pensions Act CAP 346, Laws of the Federation of Nigeria, 1990. [sic] 4. A DECLARATION that the 1st defendant [sic] existing Pension and Gratuity Scheme which is not regulated by any law contravenes Section [sic] 173[1] of the 1999 Constitution as Amended [sic] and to that extent null and void. 5. A DECLARATION that the 1st defendant [sic] existing Pension and Gratuity Scheme which is not regulated by any law and which has put the claimants and those they represent in a disadvantage [sic] position is inconsistent with Section 173 [2] of the 1999 Constitution as Amended [sic] and null and void to that extent. 6. AN ORDER directing the 1st defendant to pay pension to the claimants and those they represent on the basis of their total emolument [sic] effective from the date of retirement in accordance with the Pensions Act CAP 346, Laws of the Federation of Nigeria 1990, which was a recognize [sic] law regulating the rights of public servants to receive pension and gratuity at the time claimants were compulsorily retired from service. 7. AN ORDER OF INJUCTION restraining the defendants, their servants, agents, privies or otherwise howsoever, from tampering and/or interfering with the claimants and those they represent’s pension and entire emolument. [sic] To this Amended Originating Summons, were filed two sets of Preliminary Objections [PO]. The 1st is dated 13th September, 2012 and filed same date by the counsel to the 1st defendant. The 2nd is dated 17th September, 2012 and filed same date by the counsel to the 3rd defendant. It is the 2nd that is the subject of this ruling, the 1st having been withdrawn by the counsel to the 1st defendant on the 11th January, 2013 when it came up for hearing. On this same date, the counsel to the 3rd defendant moved his PO by relying on the Affidavit in Support and adopting the Written Address in respect thereof. The counsel to the claimant/respondent also adopted her Written Address dated the 29th of November, 2012 but filed 3rd December, 2012 in opposition to the PO and also relied on the Counter Affidavit sworn to by Zimizu Nwosu on 3rd December, 2012. Counsel to the 1st defendant aligned with the submissions of the counsel to the 3rd defendant/applicant. Meanwhile the grounds of the PO are that: 1. The 3rd Defendant in this suit is wrongly joined. 2. The suit, as constituted, is frivolous, vexatious is in bad faith as it does not disclose any cause of action or reliefs against the 3rd defendant. The prayers contained in the PO therein are: 1. An order sticking [sic] out the name of the 3rd defendants [sic] as being wrongly joined in this suit [sic] 2. And other Orders as this Court may deem fit to make. Be that as it may, let me now briefly review the Written Address in support of the PO. The 3rd defendant/applicant’s counsel formulated a lone issue for the determination of the PO; and it is to this effect: Whether from the face of the originating summons and affidavit evidence before this Court the 3rd defendant is a necessary and/or proper party to the plaintiff’s suit. [Sic] Counsel to the 3rd defendant/applicant argued that the 3rd defendant is misjoined since the claimant made no claim against it nor prayed for any relief against it. Counsel to the 3rd defendant/applicant submitted that a close perusal of Exhibits ET 1 and ET 2 grounding this action showed without equivocation that while the 1st defendant was duly served, the 3rd defendant/applicant was never served. Counsel contended that the implication is that the 3rd defendant/applicant was not aware of what transpired between the two. Counsel added that there was nothing in the affidavit of claimants that established a claim against the 3rd defendant/applicant. Counsel relied on AROMIRE V. AWOYEMI [1972] 2 SC 1 to the effect that a person against whom no claim is made should not be joined in an action. Counsel also cited GREEN V. GREEN [1987] 3 WWLR [P161] [sic] 480. Counsel equally submitted that where a court comes to the conclusion that there is a misjoinder, it retains the power to strike out the name of the party improperly joined. Counsel therefore urged that the 3rd defendant/applicant be struck out of the suit having being improperly joined. In this regard counsel cited the following case: ADEFARASIN V. DAYYEKK [2007] 11 NWLR [PT. 1044] 89 AT 121, PARAS. C – D. Relying on section 38 [1] of the Companies and Allied Matters Act, 2004, counsel argued that the share holders of a limited liability company, with separate existence and legal capacity, cannot be sued in respect of the actions of the company. Counsel cited the following cases: OLUFOSOYE V. FAKOREDE [1993] 1 NWLR [PT. 751]; and ENGINEER VASSIL VASSILEV V. PASS INDUSTRIES NIGERIA LTD & 2 ORS. [2000] 12 NWLR [PT. 350]. Counsel finally urged the Court to strike out the name of the 3rd defendant/applicant for being improperly joined. Having dealt with the arguments of the 3rd defendant/applicant, it is time to deal with the response of the claimant/respondent. In arguing his Written Address, the claimants/respondents formulated a lone issue, to wit: Whether in the circumstance of the facts before the Court, the 3rd defendant is a proper party rightly joined in this suit. Counsel submitted that the consideration for joinder of a party is determined by the fact whether its joinder will enable the court to completely and effectually determine all issues related to the suit. Counsel relied on PEENOK INVESTMENT LTD V. HOTEL PRESIDENTIAL LIMITED [1983] 4 NCLR 122; LAJUMOKE V. DOHERTY [1969] 1 NMLR 281; UKU V. OKUMAGBA [1974] 3 SC 35; OLORIODE V. OYEBI [1984] 1 SC NLR 390. Counsel submitted further that the nexus between the 3rd defendant/applicant and the claimants/respondent is established by paragraphs 3 and 4 of the claimants’ Counter Affidavit; and that the 3rd defendant being the majority share holder in the 1st defendant who exercises supervisory roles on the 1st defendant is aware through its roles as supervisor and in conjunction with the fact that it was served copies of the letter anchoring this matter. Counsel submitted that the law is that necessary parties are those in whose absence the proceedings could not be fairly dealt with and relied on INYANG V. EBONG [2002] 2 NWLR 284. Counsel finally submitted that since the 3rd defendant has not offered any cogent Reason why it should not be joined, the Court should discountenance its application. In resolving the controversy herein, I adopt the issue formulated by the 1st defendant/applicant, to wit: Whether from the face of the originating summons and affidavit evidence before this Court the 3rd defendant is a necessary and/or proper party to the claimants’ suit? Who is a necessary party? This is clearly stated in MOGAJI V. MOGAJI & ORS. [1986] LPELR – 1891 [SC] PP. 14 – 15, PARAS. B – B, to the effect that: From the earliest times, as far as this rule is concerned, the consideration has always been whether the entry of the party sought to be joined will enable the Court effectually and completely adjudicate upon and settle all questions. Now, is the 3rd defendant a necessary party in accordance with the prescriptions set out above? The answer can only be gathered from the claims of the claimant and the reliefs sought vis-à-vis the nexus of the defendants, especially the 3rd, to these. Now the basic claim of the claimants is that the 1st defendant owes the claimants, being public servants and ex-staff of the 1st defendant, the duty of paying their pensions and gratuities in accordance with the Pension Act; which duty it has breached. The Supreme Court has held in MOGAJI V. MOGAJI SUPRA PP. 47 – 48, PARAS. G – B that: Where however, the presence of a party is not necessary for the effectual and complete adjudication of the matter before the Court in accordance with the rules, there is no jurisdiction … to order a joinder. Accordingly, for the Court to have jurisdiction the plaintiff must have a claim against the person seeking to be joined. Hence where there is no such claim against the person sought to be joined, there can be no jurisdiction to make the order. It is as clear as day light that no claim is made against the 3rd defendant. It is also abundantly clear that the 1st defendant is a public liability company registered under the Company and Allied Matters Act [CAMA]. And this registration under CAMA carries with it legal consequences, which are as set out in ADEWUMI V. ADEBEST TELECOMMUNICATION LIMITED [2011] LPELR – 9087 [CA] PP. 63 – 65, PARAS. E – A: On the legal capacity to sue and be sued as a result of incorporation and the legal personality status conferred upon it by the section of the Companies and Allied Matters Act earlier cited, the superior Courts in Nigeria have also adopted the rule of law as established in Foss v. Harbottle [1843] … and encoded in section 299 of C.A.M.A. which is to the effect that any wrong or liability incurred or suffered by a company or in an action for recover of money or in damages due or against it either in tort or contract, only the company itself and not an individual or minority shareholder can sue or take action to redress, recover and/or ratify the wrong or irregular conduct. This rule is applicable to actions by and against the company and indeed both outsiders and share holders. A limited liability company is a juristic person and can sue and be sued in it [sic] corporate name. It is separate and distinct from bites [sic] shareholders, and directors. As such, it will be unnecessary to join any of its members of [sic] officers in an action against it. Admittedly, this rule is not without exceptions. A comb through the exceptions as stated in pp. 65 – 66, paras. A – F of ADEWUMI’S case supra, revealed that none of the exceptions stated is applicable in the particular instance of the present case. No argument has been canvassed to the effect that it is necessary to lift the veil of incorporation; so the issue is even a nonstarter. I cannot even find what purpose the joinder of the 3rd defendant is to serve in the action. It is not been contested that the reliefs being claimed cannot be awarded or enforced against the 1st defendant if the action succeeds. I therefore have no choice than to agree with the counsel to the 3rd defendant/applicant that the 3rd defendant/applicant is not a necessary or even a desirable party in this action. It is a share holder just like any other share holder in the 1st defendant. The 1st defendant is a corporation duly registered in Nigeria; and it enjoys the legal effects of incorporation; it does not matter that it might be a government company. The law says the 3rd defendant as a shareholder cannot be sued. I accordingly resolve the lone issue in favour of the 3rd defendant/applicant and against the claimants/respondents. The application of the 3rd defendant/applicant is therefore successful. The name of the 3rd defendant/applicant is accordingly struck out. No cost is awarded. ……………………………………………. Hon. Justice B.A. Adejumo, OFR President, National Industrial Court of Nigeria