"In determining the sole Issue in this Appeal, the parties are agreed that what the Courts ought to look into on the question of jurisdiction is the Writ of Summons and Statement of Claim of a Plaintiff/Claimant. See: GAFAR VS. GOVT., KWARA STATE (2007) 4 NWLR (PT. 1024) 375; ONUORAH VS. K.R.P.C. (2005) 6 NWLR (PT. 921) 393; TUKUR VS. GOV., GONGOLA STATE (1989) 4 NWLR (PT. 117) 517; ONYENUCHEYA VS. MIL. ADM., IMO STATE (1997) 1 NWLR (PT. 482) 429; MULTI PURPOSE VENTURES LTD. VS. A-G., RIVERS STATE (1997) 9 NWLR (PT. 522) 642; NKUMA VS. ODILI (2006) 6 NWLR (PT. 977) 587; LUFTHANSA AIRLINES VS. ODIESE (2006) 7 NWLR (PT. 978) 39. In the instant case, paragraphs (iii) and (iv) of the Reliefs sought by the Appellant/Claimant which I reproduced earlier on in this Judgment as well as paragraphs 11, 20, 21, 22 and 23 of the Appellant's Statement of claim show clearly that the Appellant has challenged the right of the Respondent under the All Asset Debenture Deed of 3rd July 2011 which was the security for the Term Loan between the parties.? For case of reference, paragraphs 11, 20, 21, 22 and 23 of the Appellant's statement of claim are reproduced below: 11. The security for the Term Loan under the Agreement is an All Assets Debenture executed by the claimant in favour of the Defendant dated 3rd July 2011. Annexure 5 is a copy of the All Assets Debenture dated 3rd July 2011. 20. Rather than perform its obligation under the Agreement by the payment of the 50% of the restructured and refinanced facility in accordance with the agreement of the parties, the Defendant by its letter of October 10, 2012 issued to the Claimant what the Defendant described as a "Final Demand Notice". 21.
By the purported Final Demand Notice, the Defendant demanded from the Claimant the sum of N1,052,036,693.12 (One Billion, Fifty Two Million, Thirty Six Thousand, Six Hundred and Ninety Three Naira, Twelve Kobo). 22. According to the Defendant, the said sum represented outstanding sum due to the Defendant under the Intervention Fund Loan Agreement as at September 30, 2012 and that the said amount be paid by the Claimant within 14 days of receipt of the letter. 23. By the same letter, the Defendant also stated that it would take all necessary actions against the Claimant to recover the said sum should the Claimant fail to comply with the demand. Annexure 7 is a copy of the letter.?
The aforesaid Reliefs and Paragraphs of the Statement of Claim of the Appellant lead us to the examination of the provision of Section 251 (1) (e) of the 1999 Constitution (as amended) and relatedly Section 166 and 173 (3) of the Companies and Allied Matters Act (CAMA) Cap. 59 LFN 1990. The provisions read thus: S. 251 (1) 1999 CONSTITUTION Notwithstanding anything to the contrary 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 Federal High Court shall have and exercise jurisdiction to the exclusion of any other Court in civil causes and matters. (e) Arising from the operation of the Companies and Allied Matters Act (CAMA) or any other enactment replacing that Act or regulating the operation of companies incorporated under the Companies and Allied Matters Act (CAMA). S. 166 - CAMA "A Company may borrow money for the purpose of its business or objects and may mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party." S. 173 (3) CAMA A charge securing debentures shall become enforceable on the occurrence of the events specified in the debentures or the deed securing the same.
A careful perusal of the Reliefs sought and Paragraphs 11, 20, 21, 22 and 23 of the Appellant's Statement of Claim make me to see that the banker/customer relationship between the parties to this Appeal cannot be separated from the securing All Assets Debenture which the Appellant in the Suit sought to prevent the Respondent from enforcing particularly by its Paragraphs (iii) and (iv) of the Reliefs sought in the Statement of Claim.
For this reason, I agree with the learned trial Judge in the Court below that the action is caught by the constitutional provision of Section 251 (1) (e) of the 1999 Constitution which gives Federal High Court exclusive jurisdiction over matters arising from the operation of the Companies and Allied Matters Act (CAMA) and not just a simple agreement or a mere banker/customer relationship."
Per OWOADE, J.C.A. IN NSM FOODS LTD v. DIAMOND BANK CITATION: (2018) LPELR-43515(CA)
