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The claimant/Respondant on the 4th of April, 2013 filed a complaint. claiming for the following: 1. A Declaration that the 1st Defendants purported termination of the claimant’s employment and request/insistence that the claimant disengage his employment as managing Director/Chief Executive Officer of the 1st Defendant is unlawful, unwarranted, unjustifiable and amounts to an unfair labour practice. 2. A Declaration that the claimant being a director of the 1st Defendant is by law entitled to be served/receive notices of all Directors’ meetings of the 1st Defendant. 3. A Declaration that the 1st Defendant’s failure to give the claimant the mandatory Notice of the Board meeting held 9th day of January, 2013 whereat its claimant’s appointment as Managing Director was purportedly terminated and the 2nd Defendant was purportedly appointed as Acting Managing Director of the 1st Defendant renders the Board meeting of 9/1/2013 and the resolutions passed at the said meeting invalid, null, void and of no effect. 4. A Declaration that the purported termination of the appointment of the claimant as the Managing Director of the 1st Defendant conveyed vide the 1st Defendant’s letter dated February 14, 2013 is null, void and of no effect. 5. A Declaration that the claimant’s appointment/employment as the Managing Director of the Chief Executive Officer of the 1st Defendant subsist until the same is validly terminated in accordance with the law. 6. A Declaration that the claimant is entitled to all benefits, salaries, entitlements and appointment including his Board seat/directorship of the 1st Defendant tied to/associated with his employment as the Managing Director/Chief Executive Officer until his employment is validly determined in accordance with the law. 7. An order restraining the 3rd Defendant from further harassing, tormenting, oppressing, threatening intimidating and/or pressuring the claimant to disengage his employment and/or forgo his entitlements. 8. An order prohibiting the 2nd Defendant from further parading himself and or holding himself out as acting Managing Director of the 1st defendant until the appointment of the claimant is validly terminated in accordance with law. 9. An order prohibiting the 1st Defendant from confirming the appointment of the 2nd defendant or any other person as the substantive Managing Director of the 1st Defendant and/or presenting the 2nd Defendant or any other person to the National Pension Commission as and/or for recognition as the Managing Director of 1st Defendant until the appointment of the claimant is properly determined in accordance with law. 10. An order prohibiting the National pension Commission from recognizing the 2nd Defendant or any other person as the Managing Director of the 1st Defendant until the appointment of the claimant is validly determined in accordance with law. 11. Cost of Action in the sum of N5 Million. The defendants filed a notice of preliminary objection dated 9th September, 2013 and filed same day. Praying for the following- 1. An order of this Honourable Court striking out the Statement of Facts as this Hon. Court lacks the jurisdiction competence to entertain this action which primarily relates to matters arising from the operation of CAMA CAP C20 LFN 2004. 2. Omnibous ground. The ground upon which this application is sought are:- 1. By virtue of Section 251 (1)(e) of the constitution of the Federal Republic of Nigeria 1999, ("the 1999 Constitution") and Section 7 (1) (e) of the Federal High Court Act CAP F. 2 Laws of Federation of Nigeria 2004 ("FHC Act"), the claimant's claim as contained in the statement of facts are matters relating to the operations of a company under the CAMA and are therefore exclusively reserved for the Federal High Court. 2. By the construction or interpretation of section 254 C (1) (a), (b) & (k) of the 1999 constitution (as amended) vis-a-vis section 251 (1)(e) of the 1999 constitution, the National Industrial Court of Nigeria lacks the requisite jurisdictional competence to entertain matters relating to or arising from the operation of a company under the CAMA, having regard to the special jurisdiction of the National Industrial Court of Nigeria. 3. The gravamen of the claimant's case as presently constituted and contained in the claimant's statement of facts cannot be entertained by this Honourable Court on the basis that several averments and reliefs contained in the statement of facts relate to the operation of the CAMA and/or law regulating the operation of companies incorporated under the CAMA. 4. Paragraphs 7, 12, 16, 24, 25, 26, 27, 30, 31, 33, 34, 35, 36 and 40 of the claimant's statement of facts upon which the reliefs 2, 3 and 6 are predicated relate to the operation of the 1st defendant under the CAMA. 5. Several averments contained in the statement of facts relate to, arise from or rest on the allegation of non-compliance by the 1st defendant with the provisions of the CAMA. The averments contained in the statement of facts therefore require the interpretation of the relevant provisions of the CAMA which is outside the jurisdictional competence of this Honourable Court. The motion is supported by a 12 paragraph affidavit deposed to by one Habeeb Oredola male, legal Practitioner, a written address and documents to support its objection were equally filed. In their affidavit in support the defendants/applicant contended in paragraph 5 that the major declaratory reliefs sought by the claimant permeate through reliefs 3, 2 and 1 of the statement of facts, that the claimant by these reliefs (3, 2 and 1) challenges his removal as the Managing Director/Chief Executive Officer of the 1st Defendant on the grounds that the failure to provide him with the mandatory statutory notice of the Board Meeting of the 1st Defendant held on 09 January, 2013, where the resolution to terminate his appointment as the Managing Director/Chief Executive Officer was passed, is invalid null and void for non compliance with provisions of statute. The defendant counsel stated further in paragraph 6 of the affidavit that it is the companies and Allied Matter Act that regulates the operation of a company and that section 262 of the CAMA provides for a company to give a mandatory statutory Notice of every Board Meeting and the failure to do so renders the decision taken at the meeting null and void. The defendant counsel further added in paragraph 7 of the affidavit that one Mr. Chidi Ichaba, the company secretary of the 1st defendant reformed him that the claimant was first appointed as a Director to the 1st defendant. He attached Exhibit HAO 1 to that effect, and that subsequently he was appointed Managing Director/Chief Executive pursuant to an offer of appointment dated 26th April, 2006 with his terms of contract under section 64(b) of CAMA and that he was validly removed from the two positions due to restructuring of the 1st defendant. The defendant submitted that under the circumstances Stated above the 1st defendant had to use its memorandum and Article of Association to terminate the claimant’s appointment. He attached Exhibit HAO4 to that effect. The defence counsel contended that he has read the memorandum of Association of the 1st defendant therefore, he knows the consequences of the removal of a Director. He added that the memorandum of Association of the 1st Defendant is binding between the company and its members including its officers. In their address the defendants framed 2 issues for determination of this Court; Viz i) Whether this honourable court has the jurisdiction competence to consider paragraphs 7, 12, 16, 24, 25, 26, 27, 30,31,33, 34, 35, 36 and 40 and reliefs 1, 2, 3 and 6 of the statement of facts which relates to the operation of a company under the companies and Allied Matters Act? ii) Whether the general jurisdiction of this Honourable as contained in Section 254C is capable of covering the same subject matter which has been specifically provided for in section 251 (1)(e) of the 1999 constitution (as amended?) In arguing issue one the defendants/applicants counsel submitted that jurisdiction is of paramount significance and an indispensable aspect of the administration of justice in our judicial system. That a trial without jurisdiction is a nullity no matter how well the trial is conducted. He referred the court to the case UTI V. ONOYIWE [1991] SCNJ Pg. 25 at 49. The defendant submitted that the issue of jurisdiction has to be decided before taking any further step in a proceeding. He placed reliance on these cases MAGAJI V. MATORI [2000] 8 NWLR (Pt. 209) Pg. 722 and OFIA V. EYEM [2006] 11 NWLR (Pg. 992) Pg. 652. Defendants counsel further submitted that in determining the issue of jurisdiction the court must be guided by the claimant’s writ of summons, statement of facts and other relevant materials which has been placed before this court. And that further to it, the averments and reliefs sought by the claimant and/or the identity of the parties to the suit that will determine whether or not the court is vested with the jurisdiction to deliberate on the matter. Cited in support is the decision of the Supreme Court in IKINE V. EDJERODE [2001] 18 NWLR (Pt. 745) 446 at 499, CGG (NIGERIA) LIMITED V. OGU [2005] 8 NWLR (Pt. 927) 336 at 385 and TUHUIR V. GOVERNMENT OF GONGOLA STATE [1989] 4 NWLR (Pt. 117) 517. The learned defence counsel submitted that in order to establish that the case of the claimant relates to the operation of a company under CAMA, it is relevant to appraise the statement of fact. That the claimant’s claim as contained in his pleadings is whether his removal as the Managing Director/Chief Executive Officer of the 1st defendant is valid, more importantly the claimant is contending that his removal as the Managing Director/Chief Executive Officer is void in view of the alleged non-compliance with section 266(1) of CAMA by the board of Directors of the 1st Defendant He referred the court to paragraphs 24 and reliefs 3 and 6 of the statement of fact. The defence counsel reproduced paragraphs 15, 16, 24, 25and 26 of the statement of facts and reliefs 1 – 6 and 8 of the statement of facts and posited that from these paragraphs and reliefs it is clear that they relate to the operation of a company under C.A.M.A. and therefore this court lacks jurisdiction to entertain this action. It was the further submission of the defence counsel that from a clear reading of Section 254(1) of the 1999 constitution 3rd Alteration Act 2010 that the intention of the legislature is to place cases relating to or connected with employment and matters arising from the work place and conditions of service of an employee and dispute arising from non-payment of salaries, allowances, benefits and any other entitlement of an employee and matters incidental thereto within the exclusive jurisdiction of this court. He added that paragraphs 16, 24, 25, 26 and 27 and relief 3 relates to Section 266 (3) and allegation of non-compliance with CAMA. In reaching a determination whether or not the 1st defendant complied with section 266(3) CAMA, this court would be required to interpret the relevant provision of CAMA and that requirement to interpret several provision of CAMA is the fulcrum of their submission that this court lack jurisdiction to do. The defendant contended that should this matter proceed to trial, this court would be required to reach a determination whether the claimant is still a Director as averred in paragraph 23 of the statement of fact or has been validly removed in accordance with provision of CAMA. The learned defence counsel submitted further that the power of the board of directors of the 1st Defendant to revoke anyone appointed by the board is further strengthened by the provisions of section 41 (1) and (3) of CAMA which reiterates the right of the directors to enforce the power donated to them under the article to appoint or remove any managing director or other officer of the company. The defendants contended that whether the removal of the claimant as a Managing Director/Chief Executive Officer is valid cannot be determined without going into the Article of Association of the 1st defendant, the relevant provisions of CAMA and the contract of service of the claimant. The defendant added that the appointment and removal of a person as a Managing Director/Chief Executive Officer or Director of a company relates to the running of the company as these are expressly provided for in the memorandum of the 1st defendant and by virtue of section 41 CAMA the Article of Association. Therefore, this court lacks the jurisdiction to interpret and cannot determine this action Cited in support is the case of TANAREWA (Nig) Ltd V. GOVERNMENT OF GONGOLA STATE [1989] 4 NWLR (Pt. 117), 517 at 565. The defendant concluded arguing issue one by urging the court to be guided by the afore mentioned authorities of Yalaju Amaye’s case, Tanarewa’s case and Tukur’s case (SUPRA) to uphold their submission and grant that this court lacks jurisdiction. On issue 2 that is whether the general jurisdiction of this court as contained in section 254C of the amended 1999 constitution is capable of covering the same subject matter which has been specifically provided for in section 251 (e) of the 1999 constitution as amended. The defendants submitted that the jurisdiction of the NICN as contained in section 254 (1) are very plain and unambiguous and must be given their ordinary meaning by this court. These cases were commended Attorney General, Ondo State V. ATTORNEY GENERAL, EKITI STATE [2001] 17 NWLR (Pt. 743) 707 AT 756, AWOLOWO V. SHAGARI [1979] 6-9 SC 73, LAWAL V. G.B. OLLIVANT [1972] 3 SC 129 and ADEJUMO V. GOVERNOR LAGOS STATE [1972] 3 SC 45. The defendants contended further that using the literal and golden rule of interpretation the word subject matter comes rightly under the adjudicatory jurisdiction of the National Industrial Court of Nigeria pursuant to section 254C (1)(a) & (k) of the 1999 constitution The defendant submitted that National Industrial Court of Nigeria has the exclusive jurisdiction on matters relating to employment or work place as provided under section 251C (1) and 8(k) of the 1999 constitution as amended. He submitted that by logical inference, section 254C (1) (a) and (k) of the 1999 constitution as amended cannot be interpreted to include matter which borders on the interpretation of relevant Section of the companies and allied Matters Act (CAMA) as it relates to the removal or appointment of a managing Director Chief Executive Officer or Director because the consideration of this matters has been specifically provided for by section 251 (e) of the same constitution. The defendants submitted that if the legislature and draft man who drafted section 254C (1)(a) and (k) of the 1999 constitution intended the National Industrial Court of Nigeria to have Jurisdiction over matter, relating to the removal or appointment of Managing Director/Chief Executive Director by a company operating under the CAMA which would require relevant interpretation section of CAMA, they would have repealed section 251(e) of the 1999 constitution and replicated a section identical to section 251(i)(e) under the jurisdiction of the National Industrial Court of Nigeria. Reliance was placed on the case of MORTGAGE BANK OF NIGERIA V. ONOH [2002] FWLR (Pt. 107) 1244 at 125. The defendant added that it is of course not in the place of the Judiciary to read into sections of a legislation, that which the law makers never intended. These cases were commended to the Court; USMAN DAN FODIO UNIVERSITY (FORMERLY OF SOKOTO) V. KRANS THOMPSON ORGANISATIONS LTD & 3 OTHERS [2001] 15 NWLR (Pt. 736) 305 at 323 and SCC NIGERIA LTD V. ELEMADU [2005] 7 NWLR (Pt. 923) 28 at 59 The defendants further submitted that the Federal High Court has exclusive Jurisdiction with respect to matters relating to and arising from the operation of CAMA. That any matter which would require the interpretation of CAMA can only be adjudicated upon by the Federal high Court. The defendant reproduced section 251 (1)(e) of the 1999 constitution as amended and the case TANAREWA (NIG) LTD V. PLASTIFORM LTD [2003] 14 NWLR (Pt. 840) 355 to support their submission. The defendant contended that the inescapable conclusion to be reached upon a review of the statement of fact and this reliefs sought therein is that this court lacks the jurisdiction/ competence to entertain this action as the jurisdiction of the National Industrial Court of Nigeria does not by any stretch of interpretation include operation of a company under the companies and Allied Matters Act. Therefore, the appropriate steps for this court to take is to decline Jurisdiction. Referring to MADUKOLU & OTHERS V. NKEMDILIM [1962] ANLR 581 at 589 – 590. The claimant/respondent reacted by filing a written address against the defendants/applicants preliminary objection dated 9th September, 2013. The address was filed on 17th September, 2013. It is supported by list of authorities cited and 11 paragraph counter affidavits depose to by one Michael Oladipo Olayinka claimant in this suit. In his Counter affidavit the claimant contended that paragraph 5, 6, 7a, 7b, 7c, 8 and 11 of the defendants affidavit are not true. Rather, the claimant was 1st employed by the 1st defendant as Managing Director after he applied and attended interviews. He attached Exhibit JP1 which is his letter of employment to that effect and submitted that his relationships with the 1st defendant began with exhibit JP1. The claimant submitted that Exhibit HAO1 front loaded by the defendant counsel is a fake/procured document. He added that Oak pensions limited is not in existence as of 30th day of March, 2006 and that the claimant being a pioneer Managing Director of the 1st defendant midwives the change of name of the 1st defendant from International consolidated funds limited to oak pension limited after resuming work in May, 2006. The claimant further submitted that the basis of his claim is that unfair labour practice is used in purportedly terminating his employment with the 1st defendant. In his written address the claimant submitted one issue for determination i.e. “Whether in the light of the Jurisdiction conferred on this honourable court by section 254C(1)1999 constitution as amended on issues/matters relating to or connected with any labour, employment, trade Unions Industrial Relations and Matters arising from workplace the conditions of service, including health, welfare of labour, employee, workers and matters incidental thereto connected therewith, this Honouable Court has jurisdiction to adjudicate the claimant’s claim”. The claimant in arguing the above submitted that the preliminary objection is premised on an erroneous contention that the claimant was 1st appointed as Director of the 1st defendant before being elevated to a Managing Director pursuant to the 1st Defendant Article of Association. Thereafter, through the same Article of Association he was removed from both offices. The claimant contended that the true position of the claimant appointment and removal is as stated in his statement of claim. The claimant added that by law the Jurisdiction of court is determined by the claimant claim. The Apex Court cases of A.G. ANAMBRA STATE V. A.G. FEDERATION [2007] ALLFWLR (Pt. 379) 1218 at 12731 Para 13-17, ADEYEMI V. OPEYORI [1976] 9 – 10 Sc 31, OB1 V1 I.N.E.C. [2007]7SC, TUKUR V. GOVERNMENT OF GONGOLA STATE supra were relied on. The claimant contended for the purpose of determining whether or not this court has jurisdiction to determine this suit, all the arguments relating to exhibit HAO1, HAO3 and HA04 the memorandum and Article of Association of the 1st defendant raised by the defendants are totally irrelevant to these proceedings. Referred to the cases of MUSA DANGIDA Vs. MOBIL PROD. (NIG) UN LTD [2002]766 at page 482 at 496 para D-E and pg 502 para A – C, IBRAHIM V. GAYE [2002] 13 NWLR Pt. 784 at page 267 at pp. 302 para C – D where it was held that the general law is that Jurisdiction is determined by the nature of the plaintiff’s claim. The claimant submitted that from his statement of fact it is clear that the cause of action in this suit is wrongful termination of his employment, unfair labour practise, discrimination and threat at work place. The claimant added that these facts are all pleaded including the fact that his appointment as a Director is tied to his employment as pioneer Managing Director. The claimant added that the main reliefs claimed by the claimant i.e. reliefs 1,3,4,5,6,7,8,9,10 and 11 are reliefs which fall squarely within the purview of Section 254C (1)(a)(b)(f)(g)(k) of the 1999 constitution as amended. The claimant submitted that the law is trite that reliefs claimed in suit must flow from the claim of the plaintiff, hence it is the duty of the claimant to plead all the necessary facts and proof them in evidence. In support of this, the case of AMODU V. AMODU [1990] 5 NWLR Pt. 156 Pg. 356 “ 367-356 and MOROHUFOLA V. KWARA STATE COLLEGE OF TECHNOLOGY [1990] 4 NWLR (Part 145) 506 @ 525 – 526 were commended. The claimant further submitted that he did not in his statement of fact or claim plead that he is still a Director of the 1st defendant or that his removal as a director is invalid or that he is seeking a declaration/relief to that effect. Therefore, there is no basis for these arguments canvassed by the defendants. The claimant argued that the fact before this court speak contrary to the arguments of the defendant as per the claimant's complaint of his removal as Director, rather, the claimant invites the court to determine the following: 1. Whether the claimant is still an employee of the 1st defendant/the propriety or otherwise of the 1st Defendant’s purported termination of the claimant’s employment. 2. Whether the 1st and 3rd Defendants engaged in unfair labour practices in dealing with the claimant as an employee of the 1st defendant 3. Whether the claimant’s health and welfare was endangered by the defendant in the workplace. 4. Whether the claimant was discriminated against when his employment was purportedly terminated by the 1st defendant to pave way for Akwa-Ibom business and the 3rd defendant was purportedly appointed to take over from the claimant. The claimant submitted the above issues are squarely within the Jurisdiction of this court relying on the cases of SHELL PETROLEUM DEVELOPMENT COMPANY OF NIGERIA LTD & 8 Ors V. NWAWKWA [2003] 6 NWLR (Pt. 815) 184 @ 204 and FAGBOLA V. KOGI CHAMBERS OF COMMERCE, INDUSTRY, MIRES AND AGRICULTURE [2006] 6 NWLR (Pt 977) 433 @ 452 para A-B. The claimant continued and stated that jurisdiction of court is circumscribed by constitution and or statute establishing the court, that the law is also trite where language/words of a statute are plain and unambiguous such statutory provision should be given their ordinary meaning. The claimant further citied the case of ODUSOTE &ANOR V. LAGOS STATE GOVERNMENT & ORS [2012] 2 NLLR at pg 225 which provides that section 254C of 1999 constitution as amended is the most pertinent governing law on the issue of Jurisdiction of this court. The claimant reproduced the relevant portions of section 254 C 1999 constitution as amended which relates to his claim (i.e. section 254 C (1) (a)(f)(g) and (k) of 1999 constitution as amended. Relying on the case of OKOBI V. STERLING BANK PLC [2013]30 NLLR (Pt. 86) Pg 241 @ 273 the claimant contended that this court by section 254C(a) of the constitution of the Federal Republic of Nigeria third Alteration Act 2010, has jurisdiction on issues relating to or connected with any Labour, employment, trade unions, industrial relations and matters arising from workplace, the condition of service, including health, safety, welfare of labour, employee, worker and matters incidental thereto or connected there with. The claimant submitted that the defendants in paragraph 4.3 – 4.9 of their written address have suggested that section 251 (1)(e) of 1999 constitution is specific provision whilst section 254C (1) of the constitution is a general provision covering same subject matter as section 251 (1)(e). The claimant submitted that the suggestion is blinded, rather, it is clear that the literal meaning conveyed in section 254 (1) by specific mention of section 251 as used therein is that nothing in the said section shall have impending effect on the provisions of section 254C. In other words to all intent and purposes, the provision in section 254C must fulfill itself not withstanding section 251 (1)(e). The claimant cited the case of EMESIN Vs. NWACHUKWU [1999] 6 NWLR (Pt. 605) 154 @ 167 para F, NDIC V. OKEM ENT [2004] 10 NWLR (Pt. 880) pg. 107 at 182, LADOJA V. I.N.E.C [2007] ALL FWLR (Pt. 37) 934 at 995 paras D-G; p 996 paras E-F and OBI V. INEC [2007] WRN (Vol. 45) 1 at 13-74 lines 35-36. As per the effect of using the phrase “notwithstanding” in a statute. The claimant submitted further that section 251 (1)(e) relied upon by the defendants for their preliminary objection precedes section 254 C(1) of the constitution. It was posited that assuming for a moment that there is a conflict between the two provisions, the latter provision must prevail over the former. Citing AFOLAYAN V. BAMIDELE [1999] 3 NWLR (Pt. 595) 544 at 463 paras C, ZIZA V. MAMMAN [2002] 5 NWLR (Pt. 960) 243 at 265 paras B-C. The claimant further submitted that the reliance on section 41(1) and (3) of CAMA and the supreme Court decision in YALAJU-AMAYE V. ASSOCIATED REGISTERED ENGINEERING CONTRACTOR supra, by the defendants is erroneous. That YALAJU-AMAYE’S case is 3600 distinguishable from the claimant’s case, it does not support the defendants contention that this court lacks jurisdiction. It is contended by the claimant that the case of ANAREWA (NIG) LTD V. PLASTIFARM LTD supra relied upon by the defendant supports the claimant case, that the issue of the validity of the purported termination of the claimant’s employment is not a matter relating to the operation of a company and this court is vested with jurisdiction to adjudicate the claims of claimant by virtue of section 254 C of the constitution. The claimant concluded by submitting that the claimant’s claims being that of employment and matters pertaining to and connected with employment falls within the jurisdiction of this court. The defendant’s filed their reply to the claimants address dated 25th September, 2013. It is supported by an affidavit also dated 25th September, 2013 and filed same date. The affidavit is deposed to by one Mrs. Chidiebere Ichaba Company Secretary of Oak provision Limited (the 1st defendant herein). In the affidavit the defendant submitted that paragraphs 5 to 10 of the claimant counter affidavit are not true. That Exhibit HAO1 is genuine. That the 1st defendant was incorporated under CAMA as international consolidated funds Ltd consequently by a special Resolution of the company dated 30th March, 2006 the name of the company was changed to “Oak pension Limited”. Exhibit HA05 is attached to that effect. That the change of name took effect on 30th March, 2006. The defendants further contended that the claimant's employment took effect from 2nd May, 2006, therefore could not have participated in the meeting of 30th March, 2006. The defendant added that the change of name is by special resolution and not midwived by a single member. That the issues to be determined by this court relates to the operation of a company incorporated under, CAMA. In their reply the defendants submitted that the claimant stated on Oath the document appointing him as Director is fake/procured yet fails to place the original before the court. The defendants contended that by section 146(1) of the Evidence Act, the court shall presume every document purporting to be a certificate, certified copy or other document, which is by law declared to be admissible as evidence of any particular fact and which purports to be duly certified by any officer in Nigeria who is duly authorized in that behalf to be genuine, provided that such document is substantially in the form and purports to be executed in the manner directed by law. The defendants added that on the authority of UKEJE V. UKEJE [2001] 27 WRN 142 at pp 157-158. The court held that the provision of section 146 of the Evidence .Act 2011 has created presumption that a certified document is genuine. And that the claimant has not discharged the onus on him to rebut the presumption of genuineness of Exhibit HOA4 which is before this court. The defendants contended that counsel to the claimant in his argument particularly, in paragraph 3.3 and 3.12 of his written address that in determining the Jurisdiction of this court, it is only the statement of claim and the reliefs sought by the claimant that can only be considered. The claimant thereafter concluded in the aforementioned paragraphs that the defendant submission relating to Exhibit HAO 1, HAO3 and HAO4 are irrelevant in the determination of the Jurisdiction of this court the defendant, contended that the claimed submission is erroneous citing the case, of owners of M.T VENTURE V. NIGERIAN NATIONAL PETROLEUM CORPORATION & ANOR [2012] ALL FWLR (Pt. 645) 3 where the court held that. “At this juncture, I deem it necessary to state that the general principle that in determining Jurisdiction a court is confined to writ of summons and statement of claim is subject to exceptions. In appropriate case the court May look beyond the statement of claim, for instance if objection to Jurisdiction is based on motion on notice supported by an affidavit, the court is obliged to consider the motion and the affidavit''. Recommending the cases of NDIC V. CBN [2002] 7 NWLR (Pt. 766) 272, ARJAY LTD V. AIRLINES MANAGEMENT SUPPORT LTD [2003] 7 NWLR (Pt. 820) 577, A.G. KWARA STATE V. OIAWALE [1993] NWLR (Pt. 272) 45, OWIE V. ISHIWI [2005] 1 Sc (Pt.11) 16 at 3.32 and NATIONAL BANK OF NIG LTD V. JOHN AKINKUNMI SHOYOYE & ANOR [1977] ALL NLR Pg. 168 at 177. The defendants submitted further that based on the strength of the authorities cited above that this is an appropriate circumstance to justify the reliance placed on the fact contained in the defendants’ Jurisdictional objection. The defendants added that claimant has made reference to his status and rights as a director in paragraphs 13, 14, 15, 16, 24, 25, 26, 27, 28, 31, 33, 34, 35 and 36 upon which reliefs 2, 3 and are predicated. If the determination of the status of the claimant as a Director is irrelevant to the holistic determination of this suit, then it should not have been placed before this court for any reason whatsoever. The defendant averred that the claimant has argued in paragraph 3.16 – 3.17 of their written address that the statement of fact before this court related strictly to employment matter. That the cases relied upon by the claimant SHELL PRETROLEUM V. INWAWKWA (SUPRA) and FAGBOLA V. KOGI CHAMBERS OF COMMERCE INDUSTRY MINES AND AGRICULTURE [2006] 6 NWLR (Pt. 977) 433 at 450 are factually incorrect and misplaced as the facts of the afore mentioned cases are patently distract and distinguishable from the instant case infact, to the defendants Fagbola’s case is relatively similar to this present case. The defendant’s submitted that in paragraph 3.18 – 3.30 the claimant’s counsel has argued that legislator in commencing the provision of section 254 C with phrase “notwithstanding the provision of section 251 intended that section 254C should be interpreted without any impugning impediment from section 251 Constitutions. The defendants submitted that the provision of section 251 (1)(e) cannot be repealed or modified by implication. Commending LSDPC V. ADEYEMI BERO [2005] 8 NWLR (Pt. 927) 33 at 357 – 358 and LADOJA V. INEC [2007] 934 at 995. On the issue that where there is conflict between section 251 (1) (e) and section 254 C, section 254 (1) shall prevail, the defendant contended that there is no conflict between the two section. They added that section 251 (e) of the constitution is a specific provision for actions relating to or arising from the interpretations of CAMA while section 254 C is a general provision relating to employment, labour and matters arising from work place therefore, have no conflict. Regarding the case of IKE OKOBI V. STERLING BANK PLC supra, the defendant submitted that it is distinct and distinguishable from this present case. That the Okobi was employed as a mere employee of sterling Bank, his appointment was regulated by the letter of employment, contract of service and staff hand book. However, in this present case the claimant was appointed by a resolution as a Director of the 1st defendant thereby, making the two cases different. On YALAJU-AMAYE V. AREL case the defendant submitted that it distinguishable from the fact of this present case. However, the principle of law brilliantly emaciated in Yalaju Amaye’s case applies with equal force to this case. They added that succinct exposition of the Yalaju Amaye’s case is that matters relating to appointment and removal of a Director, Managing Director, a consideration of the memorandum and Article of Association of the company, it is only the Federal High Court that has the Jurisdictional competence to determine such matters. The defendants submitted on Tamarewa’s case that it is relevant to this suit and urge this court to uphold the reasoning of the court contained therein the defendants concluded by submitting that the claimants address lacks merit and urge the court to uphold their preliminary objection. I have carefully considered the processes filed and submissions of parties across the divide. It is germane to mention at this point that whether or not a document is forged of seeks to perpetrate fraud with same is not a matter within the purview of this Court to so consider, same being a matter for the Criminal Courts. accordingly, I discountenance with the issue of forgery raised by the claimant with regards to exhibits HAO 1. The main gravamen of this application is to consider whether this court has jurisdiction to adjudicate on the claims of the claimant as constituted. It is trite that a Court cannot exercise power in respect of a subject matter unless that subject matter is within its legal jurisdiction. The Apex Court has laid down guidance when it comes to issues of jurisdiction some of these were highlighted by Oputa JSC in AFRICAN NEWSPAPERS OF NIG. V FEDERAL REPUBLIC OF NIG. [1985] 4 SC 76 @ 122; OWNERS OF MV ARABELLA V NAIC [2008] 11 NWLR (PT 1097), 182. The Court is not thirsty or hungry for jurisdiction. The issue of jurisdiction of a Court is very fundamental and thus must be given a highest priority when raised, thus it being raised in the course of any proceeding can neither be too earlier or premature nor be too late. For if there is want of jurisdiction as rightly noted by the learned defence counsel the proceeding will be affected and will be a nullity no matter how well conducted. See OREDOYIN V AROWOLO [1989] 4 NWLR (PT 114) 172 @ 187. It therefore follows that the jurisdiction of a Court to determine an issue whether or not it is competent to adjudicate on a matter is not a procedural matter but substantive which goes to the foundation of the matter. Now, I turn to the main issue before the Court which is the question of whether or not by the statement of Facts and Claims of the claimant before this Court, this Court has jurisdiction to entertain same, or better still that by the statement of facts and claims before this Court it is the Federal High Court that is clothe with jurisdiction and not the NICN. The applicable laws are Sections 254C (1), 251(1)(e) of the 1999 Constitution as amended and 7(1) of the NICA 2006. It was submitted by the defence that by Section 251(1)(e) of the Constitution, it is only the Fed High Court that has jurisdiction over matter under CAMA and interpretation of CAMA and not the NICN, To him all the clams of the claimant are matters bordering on CAMA and thus this Court should divest itself of adjudicating on same. The Caimant on the other hand posited that the claims as constituted are all issues of employment, unfair labour practices and treatment against the claimant and thus it is only this Court and no other that has jurisdiction to entertain his claims. It would not be out of place to define the word employment at this stage, Employment is defined by the Oxford Advanced Learner's Dictionary: 7th Edition as '' work especially when it is done to earn money'' while the Black's law Dictionary, 9th Edition, defines 'employment as The relationship between master and servant. The state of being employed, work for which one has been hired and is being paid by an employer, and it defines 'employment contract' as a contract between an employer and employee in which the terms and conditions of employment are stated''. It is germane to start from this premise in view of the operative word in the employment as used by both the statutory provisions and both parties in their respective submissions. Now exhibit JP1 attached to the claimant;s counter affidavit is his letter of employment dated 26th April, 2006 for the position of Managing Director Chief Executive Officer wherein his emoluments and condition of service were remuneration i.e. annual basic salary, allowances and pension including the procedure for termination of his appointment which as stated therein, either parties may terminate the appointment at any time by giving three months notice in writing or payment in lieu of notice, and exhibit HAO1 attached to the defendant's affidavit is letter of termination of employment dated 14th Feb, 2013. The pertinent question now is if the letter of appointment/employment of the claimant indicates that it offered him employment, without indicating otherwise and this Court under Section 254C(1) of the Constitution which has clothe this Court with jurisdiction over employment matters ,what is controversial about this, the same Section stated clearly that 'Notwithstanding the provision of Sections 251, 257, 272 and anything contained in this Constitution and in addition to any other jurisdiction as may be conferred upon it by an Act of the National Assembly, the NICN shall have and exercise jurisdiction to the exclusion of any other Court in civil causes and matter- The provisions of Section 254C(1) is hereunder reproduced for purposes of clarity; ''254C(1). Notwithstanding the provision of Section 251, 257, 272 and anything Contained in this Constitution and in addition to such other jurisdiction as may be Conferred upon it by an Act of the National Assembly, the National Industrial Court Shall have and exercise jurisdiction to the exclusion of any other court in civil causes and matters- (a) relating to or connected with any labour, employment, trade union, industrial relations and matters arising from workplace, the condition of service, including Health, Safety, welfare of labour, employee, worker and matters incidental thereto or connected therewith. (f) relating to or connected with unfair labour practice or international best practice in labour, employment and industrial relation matters; (g) relating to or connected to any dispute arising from discrimination or sexual harassment at workplace; (k) Relating to or connected with disputes arising from payment or nonpayment of salaries, wages, pensions, gratuities, allowances, benefit and any other entitlement of any employee, worker, political or public office holder, judicial officer or any civil or public servant in any part of the Federation and matters incidental thereto;' The legislature's choice of the word 'notwithstanding' in the opening paragraph of the Section is deliberate and should not be given an extraneous meaning. The word "NOTWITHSTANDING" has been defined by the Blacks' Law Dictionary 9th Edition page 1168 to mean Despite; in spite of; while according to the Thesaurus "Notwithstanding" is defined as 'but', 'despite', 'for all that', 'howbeit',' in spite of', 'nevertheless', 'regardless of'; The word "Notwithstanding" has been held in the case law authority of ADEBAYO & ORS V PDP & ORS [2013] LPELR 20342; wherein the apex Court adopted the interpretation ascribe to same in the case of PETER OBI V INEC supra as excluding any impending effect of any other provision of the statute or other subordinate legislation so that the said section may fulfill itself. I agree with the submission of learned Counsel to the claimant/Respondent that 'Notwithstanding' also means despite any other thing and thus means notwithstanding the powers earlier conferred on the Federal High Court under Section 251, the NICN shall have exclusive original jurisdiction over the above enumerated causes and matters to the exclusion of all Courts in the land. The word "Notwithstanding" when used in a statute means to exclude any assumption or ominous effect of any other provision of the statute. It follows that as used in Section 254C (1) of the 1999 Constitution, no provision of that Constitution shall be capable of undermining the said Section that relates or connected with labour, employment, trade Union, industrial relations, discrimination at the workplace etc as stated above. In other words the NICN has been empowered by the Constitution to the exclusion of all other Courts with regards to matters first above stated and nothing more. I quiet agree with the position of learned defence counsel only to the extent that as the same Constitution empowers the NICN as the only adjudicator on the items enumerated in section 254C(1) of the (3rd alteration), it also has jurisdiction over matters enumerated under Section 251 of the Constitution as it relates to employment, suspension, salaries and emoluments, unfair labour practice and discrimination at the workplace against a Managing Director who is also an employee of a company. In the instance case Exhibit JP1 i.e. the letter of employment of the claimant is the contract that regulates the relationship between the claimant and the 1st defendant in this case, as opposed to the position of learned defence counsel that, their relationship is being regulated by the memorandum and Articles of Association of the 1st defendant. The apex Court decided in plethora of cases that the mere fact that the conduct complained of in the Statement of claim (statement of fact) is attributable to matters relating to CAMA, then the Federal High Court will of necessity assume jurisdiction, I discountenance with this argument as put up by the defence. The position of the Law is well captured by Section 254C(1). See also: ADETONA & ORS V IGELE GENERAL ENTERPRISES LTD [2011]LPELR 159S.C. The law is trite that where words employed in a statute are plain and unambiguous, the rule of interpretation of statutes enjoins courts to give such words their natural literal and ordinary meaning. See OUR LINE LTD V S.C.C NIG LTD [2009] 17 NWLR (PT. 1170) 382. It is also the law that statute should be construed as a whole and should be given an interpretation consistent with the object and general context of the entire statute. See Bakare v. N.R.C. [2007] ALL FWLR, 1579 at 1599, paras G - H, [2007] 7 . It is the law of common place that the Court cannot aid the legislature's defective phrasing of an Act, the Court cannot add or amend or by construction correct any defiecency we might assume to be there. I do not see any absurdity or ambiguity and the Section under discussion. The legislature would have expressly excluded the jurisdiction of this Court over matters under Section 251 of the Constitution as it relates to employment and contract of employment, if that is what their intention was when the 3rd alteration was enacted. Rather it could be deduced from the wordings of Section 254C, that the legislature intended the NICN to have competence and jurisdiction over all matters as contained in Sections 251, 257 and 272 as it relates and connected with employment matters. It is obvious from the claimant's claim that he is challenging the procedure employed by the defendants in terminating his appointment as provided under CAMA, thus making it a statutory employment. This is a matter contemplated by the provision of Section 254C(1). The cause of action as revealed in both the statement of Facts and claims is a claim for wrongful termination of Claimant's employment as a Managing Director Chief Executive Officer of the 1st defendant's company. It could be deduced from all the above that the NICN has competence to the exclusion of any other Court to handle matters as enumerated under the Third alteration as reproduced above in this ruling. For the avoidance of doubt, this Court is not only empowered to handle cases under the Section 254C(1)(a)-(m) but also has jurisdiction over matters of employment as it relates to application of Companies and Allied Matters Act. The claims of the claimant as constituted are claims within the jurisdiction of this Court Consequently, having held that this Court is competent to handle cases over the claims as constituted, the notice of preliminary objection is hereby dismissed , with the exception of claim 2 of the complaint which relates to Director which matter is outside the powers of this Court. Accordingly, claim 2 of the complaint is struck out. The cost of N20,000.00 is awarded in favour of the claimant. This case shall proceed to trail. Ruling is entered accordingly. HON. JUSTICE OYEWUMI O.O. JUDGE