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By an order of court, the claimant filed this suit through his General Form of Complaint dated and filed on 4th July, 2013 praying the court for the following reliefs: 1. The sum of N2,035,000.00 being outstanding benefits and entitlement due to the claimant upon his wrongful summary dismissal on the 30th of July, 2008. 2. The sum of N5 Million being general damages for the wrongful summary dismissal of the claimant by the 1st defendant on the recommendation of the 2nd defendant. 3. The sum of N2 Million being damages for the illegal blocking of the claimant’s savings account no. 0010001012322 with the 2nd defendant. The Complaint is accompanied by Statement of Facts, Statement of Witness on Oath and List of Documents. In reaction, the defendants filed a Memorandum of Appearance dated 17th October, 2013 and filed on 7th November, 2013. The defendants also filed a Preliminary Objection dated 4th October, 2013 brought pursuant to Sections 417, 425 and 454 of the Companies and Allied Matters Act, 1990 and Order 11 (1) of the National Industrial Court Rules, 2007 and under the inherent jurisdiction of the court seeking the following reliefs: 1. An order of this court striking out or dismissing this suit in its entirety for lack of jurisdiction on the ground stated hereunder. 2. And for any further or other orders as this court may deem fit to make in the circumstances. The grounds for the application are as follows: 1. The 1st defendant is no longer a legal entity having undergone members voluntary winding-up and been duly dissolved in accordance with Section 454 of the Companies and Allied Matters Act, 1990. 2. This suit does not disclose any reasonable cause of action against the 2nd defendant as the 2nd defendant is not a party to the contract of employment between the claimant and the 1st defendant. The said application is supported by a five paragraph affidavit deposed to by one Fehintola Sofola, a Legal Practitioner in the law firm of F.O. Akinrele & Co. The deponent stated that the 1st defendant has undergone Members Voluntary Winding Up. That by a Special Resolution of the Oceanic Securities International Limited dated 6th March, 2012, the members of the 1st defendant resolved to wound up the company voluntarily and Mr. Alfred Akinola Oyegbile FCA of K.O.O. Partners, Plot 294, Gbagada Phase II, Gbagada Expressway, Lagos, was appointed as Liquidator of the 1st defendant. He attached the said Special Resolution as Exhibit FS1. That upon his appointment, the Liquidation Mr. Alfred Akinola Oyegbile FCA gave notice of his appointment as required by law. He also attached the Notice of his appointment as Exhibit FS2. He further deposed that the Corporate Affairs Commission by its letter dated 4th April, 2012 with reference number COM/CUL/5/VOL.30/2012/76 granted their approval to the appointment of Mr. Alfred Akinola Oyegbile FCA as Liquidator for the 1st defendant, the letter of which was attached as Exhibit FS3. That the Liquidator, Mr. Alfred Akinola Oyegbile FCA has completed all his responsibilities as a Liquidator for the due liquidation and dissolution of the 1st defendant. He attached as Exhibit FS4 a copy of a letter dated 11th April, 2012 from the Corporate Affairs Commission. That the letter dated 11th April, 2013 confirms that the 1st defendant is deemed dissolved on the expiration of three months with effect from 2nd April, 2013 which is two days before the commencement of this suit. That the 2nd defendant is not a party to the contract of employment between the claimant and the 1st defendant or the terms therein upon which the present claim is based. That the contract of employment was between Oceanic Securities International Limited and Udom Iboro Johnson. That this suit discloses no reasonable cause of action against the 2nd defendant and that it will be in the interest of justice to grant this application. Learned Counsel raised two issues for determination as follows: 1. Whether the claimant’s suit against the 1st defendant/applicant is properly constituted before this court? 2. Whether this suit discloses any reasonable cause of action against the 2nd defendant/applicant? Arguing issue one, Learned Counsel submitted that the present suit is not properly constituted against the 1st defendant and in consequence, this court lacks jurisdiction to entertain the suit as presently constituted. That to succeed, the claimant must sue the proper parties to the contract. He submitted that the law is that when the court makes the order for the dissolution of a company upon an application by the Liquidator, the company is deemed dissolved from the date that the order is made. He referred the court to Section 454 (1) of the Companies and Allied Matters Act, 1990. He argued that an action cannot be taken out against a non-existent entity. He also found reliance on the case of Elaja v. Bangudu [1994] 3 NWLR (pt. 334) p. 434 on the interpretation of Section 454 (1) of CAMA cited above. Also referred to Elaja v. Bangudu [1994] 3 NWLR (pt. 334), Progress Bank (Nig) Plc v. O.K Contact Point Ltd [2008] 1 NWLR (pt. 1069) p. 514. He submitted that the 1st defendant died on 2nd July, 2013, that is, three months from 2nd April, 2013. That once a company is fully would up and dissolved, it has lost its legal entity and can no longer sue or be sued in its corporate name. He relied on the case of Ehidimhen v. Musa [2010] 8 NWLR (pt. 669) p. 540. On issue two, Learned Counsel submitted that this suit did not disclose any reasonable cause of action against the 2nd defendant. He relied on the case of Savage v. Uwechue [1972] All N.L.R p. 255 and Ibrahim v. Osim [1998] 3 NWLR (pt. 82) p. 257 on the meaning of cause of action. He submitted further that when an objection is raised that the Statement of Claim does not disclose any reasonable cause of action, it is only the Statement of Claim that should be examined. That upon careful examination of the claimant’s Statement of Facts particularly the reliefs contained therein it would be seen that the claimant’s case discloses no reasonable cause of action against the 2nd defendant as the claimant has no contract of employment with it. He submitted that the claimant cannot have any cause of action against the 2nd defendant for any alleged breach or otherwise of that contract. He relied on the case of Union Beverages v. Pepsi-Cola International Ltd & Ors [1994] 3 NWLR (pt. 330) p. 1. That there was no suggestion in the Statement of Fact that the 1st defendant acted as an agent of the 2nd defendant who did not enter into a contract of employment with him for breach of contract. That the allegation against the 2nd defendant was contained in paragraphs 30 to 32 of the Statement of Fact which are averments rooted in banker-customer relationship completely outside the jurisdiction of this court. He relied also on Section 251 (1) (d) of the 1999 Constitution which conferred jurisdiction on Federal or State High Court on claims arising from banker/customer relationship. He relied also on the case of Tate Industries Plc v. Devcom Merchant Bank Ltd [2004] 17 NWLR (pt. 901) p. 182, Akintola Solano [1986] 2 NWLR (pt. 24) p. 598. He finally urged the court to dismiss the claimant’s action. The claimant filed a counter affidavit of 18 paragraphs sworn on 12th November, 2013. He stated that paragraphs 3, (i), (ii), (iii) and (iv) of the affidavit in support of this application are correct and that the claimant has been granted leave by this court on 22nd July, 2013 to commence the present suit against the 1st defendant. That paragraph 3 (v) of the affidavit is not correct since the liquidator has not paid the entitlements of the claimant which the 1st defendant has been aware of since 2008. That the Corporate Affairs Commission lacks the power to dissolve the 1st defendant and as provided by law, it is only a court of competent jurisdiction that can dissolve the 1st defendant. That this court has already granted leave to the claimant to commence proceedings against the 1st defendant and that this application is brought in bad faith to foist a fiat accompli on the court. He stated that by letter dated 29th July, 2008 by the 2nd defendant that the claimant and one Mr. Akomu Christopher Otebhi be dismissed. That the 1st defendant accepted the 2nd defendant’s recommendation and on 30th July, 2008 the 1st defendant summarily dismissed him with immediate effect. That when this matter was filed at the High Court of Lagos State the defendants filed a joint Statement of Defence dated 9th November, 2009. That due to lack of jurisdiction he discontinued the said case and filed Suit No. NICN/LA/84/2013 at this court. That the defendants filed a notice of preliminary objection to the effect that the claimant did not seek leave of the court to sue the 1st defendant in liquidation. That the claimant discontinued the said suit and filed the present suit. He stated further that the defendants are not interested in this case being heard on the merit for obvious reason that the claimant was unjustly dismissed after being branded as a thief, an allegation they know they cannot sustain in court. Learned Counsel for the claimant adopted the issues as formulated by the defendants’ counsel. He argued that the leave that the claimant obtained on 22nd July, 2013 to file this suit has not been vacated nor appealed against. He cited section 417 of CAMA. He submitted that the order and the court processes have been served on the 1st defendant as provided by section 425 of CAMA but the liquidator has failed to enter appearance to defend his suit. That the submission of the defendants counsel that the liquidator has completed all his responsibilities as a liquidator is misconceived. He urged the court to hold that pending the resolution of this matter the liquidator cannot cease to act. Learned Counsel further submitted that the 1st defendant has not exhibited any court order authorizing the winding up of the 1st defendant and that the 1st defendant is still in existence. On issue two, Learned Counsel submitted that the Statement of Facts has more than disclosed reasonable causes of action against the 2nd defendant. He added that the claimant was posted to work at a site owned by the 2nd defendant and that it was the 2nd defendant that instructed the 1st defendant to dismiss him. He urged the court to hear this matter on the merit as the claimant cannot secure any employment because of the dismissal. He also urged the court to dismiss the objection. In their Reply on Points of Law, Learned Counsel for the defendants submitted that a court order is not a requirement for the dissolution of the 1st defendant having regard to the mode of winding-up of the 1st defendant. That the argument of the claimant is misconceived. He relied on section 401(1) of the CAMA which provides that a winding up of a company may be effected by the court or voluntarily or subject to suspension from the court. He also cited sections 407 to456 of CAMA which outlines the procedure to be observed when a company is wound up by the court while sections 457 – 468 outlines the procedure for “members” voluntary winding up. He submitted that the 1st defendant went through Members Voluntary Winding up pursuant to sections 457 to 468 of CAMA. That under these sections there is no requirement of a court order mandating the dissolution of a company before it can be validly dissolved. He also reiterated that the 1st defendant died on 2nd July, 2013, that is, three months from 2nd April, 2013. He cited the case of Ehidimhen v Musa [2000] 8 NWLR (pt. 669) p. 540. I have carefully considered the processes filed, the submission of counsel for the parties and the authorities cited. In my view, the issue for determination is “whether this suit properly constituted before this court”. This court granted leave to the claimant on the 22nd July, 2013 to commence this action against the 1st defendant in liquidation and to serve it with the originating processes. The defendant brought this application seeking the order of this court striking out or dismissing this suit for lack of jurisdiction on the ground that the 1st defendant is no longer a legal entity having undergone members Voluntary Winding up and been dissolved in accordance with section 454 of CAMA, 1990 and that this suit does not disclose any reasonable cause of action against the 2nd defendant. On the other hand the Claimant contended that the Corporate Affairs Commission has no power to dissolve the 1st defendant and that only a court of competent jurisdiction that can dissolve the 1st defendant. By a special Resolution made on 6th March, 2012 the members of the 1st defendant at extra-ordinary general meeting resolved that the company be wound up voluntarily and at the same time appointed Mr. Alfred Akinola Oyegbile to act as Liquidator for the purpose of the winding up. By a letter dated 6th March, 2012 the Liquidator informed the Corporate Affairs Commission of his appointment as Liquidator of the 1st defendant. By a letter dated 4th April, 2012 the Corporate Affairs Commission approved the said appointment. Finally, by a letter dated 11th April, 2013 the Corporate Affairs Commission approved and registered the final account of the 1st defendant for winding up. It further stated in the said letter that having fulfilled the requirements for winding up, the 1st defendant shall be deemed dissolved on the expiration of three months with effect from 2nd April, 2013. It is important to consider relevant provisions of the Companies and Allied Matters Act, Cap C20 LFN, 2004. Section 457 provides that: “Any company may be wound up voluntarily (b) if the company resolved by special resolution that the company be wound up voluntarily and references in the Act to a resolution for voluntary winding-up means a resolution passed under any of the paragraph of this section. Section 458 (1) “If a company passes a resolution for voluntary winding-up it shall, within fourteen days after the passing of the resolution, give notice of the resolution by advertisement in the Gazette or two daily newspapers and to the commission”. Section 468 (4) “The commission, on receiving the account and the appropriate return, shall forthwith register them, and on the expiration of three months from the registration of the return, the company shall be deemed to be dissolved”. Provided that the court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit”. From the above provisions of CAMA, it is my view that the 1st defendant complied with the said provisions. The 1st defendant passed a special resolution for voluntary winding up and appointed a liquidator, the liquidator informed the Corporate Affairs Commission of his appointment within time which was approved by the Commission and when he submitted the final account of the 1st defendant the Commission approved and registered same stated that the 1st defendant shall be deemed dissolved on the expiration of three months from 2nd April, 2012. The process leading to the voluntary winding up of the 1st defendant complied with the provisions of the CAMA and the 1st defendant was completely would up on the 2nd of July, 2013 when the three months period under Section 468 (4) of CAMA expired. This suit was commenced on 4th of July, 2013 two clear days after the winding up of the 1st defendant. That means at the time the claimant took out this suit against the 1st defendant, it was no longer in existence, therefore, the action is against a non-existent party. The argument of the claimant is that on 22nd July, 2013 this court granted leave to commence this suit against the 1st defendant and that the said order has neither been vacated nor appealed against. From the foregoing, it is clear that at the time the leave was granted the winding up procedure had been completed. It was the duty of the claimant to carry out a search at the Corporate Affairs Commission to determine if the 1st defendant had been dissolved or not before commencing proceedings against it. See Ehindimhen v. Musa [2000] 8 NWLR (pt. 669) p. 540 at p. 562 paras C – E. The claimant also had opportunity under the proviso to Section 468 (4) of the Companies and Allied Matters Act to apply to the court to defer the date at which the dissolution of the 1st defendant is to take effect to accommodate the judgment in this suit but failed to do so until the winding up procedure was fully completed. I therefore find and hold that 1st defendant was no longer in existence at the time this suit was filed. Having held that the 1st defendant is non-existent at the time of filing this suit, it follows that this suit is not properly constituted before this court as the claimant purported to sue a non-existent party. This suit is hereby dismissed in its entirety. I make no order as to costs. Judgment is entered accordingly. …………………………………… Hon. Justice J. T. Agbadu Fishim Judge