"Section 251(e) of the 1999 Constitution which is germane to the present case states that the Court below shall have exclusive jurisdiction in civil causes or matters arising from the operation of CAMA and any other enactment replacing that Act or regulating the operation of companies incorporated under the CAMA. In the other subsections of Section 251 of the 1999 Constitution the framers of the Constitution used the phrases "pertaining to" or "connected with" which are wider in scope than the words "arising from the operation" of CAMA and "regulating the operation" of companies incorporated under CAMA. Section 251(e) of the 1999 Constitution is thus restrictive and narrower than the other Subsections of section 251 of the 1999 Constitution and will, in effect, receive strict interpretation sticking to the narrow words used therein to confer exclusive jurisdiction on the Court below.
It has to be so because the Court espouses, not expands, its jurisdiction by the art of construction of the provisions of the Constitution or of an enactment. Section 292(1) of CAMA requires every company to inter alia keep a register of secretaries. Subsection (2)(i) defines a company to include anybody corporate incorporated in Nigeria showing private and public companies registered under CAMA by the Corporate Affairs Commission (C.A.C.) must have secretaries. When it comes to removal of a secretary, Section 296(2) of CAMA confines the said removal to a public company. Section 567 of CAMA (interpretation section) states that a private company has the meaning assigned to it by Section 22(1) of CAMA thus "A private company is one which is stated in its memorandum to be a private company."
That there are two categories of private and public companies recognized by Section 21(2) of CAMA thus "A company of any of the foregoing types may either be a private company or public company." Section 24 of CAMA defines a 'public company' thus "Any company other than a private company shall be a public company and its memorandum shall state that it is a public company."
The case of Daily Times of Nig. Plc and Anor. v. Akindiji (1998) 13 NWLR (pt. 580) 22 affected a public company therefore the Court (Ayoola Onalaja and Opene, JJ.C.A.) held inter alia that the Federal High Court had exclusive jurisdiction at the material time to entertain an action on the removal of its company secretary/legal adviser as it was a matter arising from the operation of CAMA vide by analogy Yalaju-Amaye v. Associated Registered Engineers Contractors Ltd. and Ors. (1990) 4 NWLR (pt. 145) 422. There is no indication in the papers filed in the action that the respondent is a public company.
It follows that the respondent is a private company outside the purview of 296(2) of CAMA. The matter can therefore be decided without recourse to CAMA or any enactment regulating operation of companies under CAMA vide Tanarewa Nig. Ltd. v. Plastifarm Ltd. (supra) and Continental Industries Gases Ltd. v. Onafeko (2003) 7 NWLR (pt. 820) 479 and thus outside section 251(e) of the 1999 Constitution. Actions founded on a contractual relationship between a company and its employees and claim for recovery of debts though concerning a company are not matters arising from the operation of CAMA or any other enactment relating to CAMA or regulating the operation of companies incorporated under CAMA which is outside the jurisdiction of the Federal High Court as enshrined in Section 251(e) of the 1999 Constitution.
The suit being a matter of simple contract of employment and a claim for damages arising from alleged wrongful termination of the contract the Federal High Court does not have the jurisdiction to entertain it vide Lee and Ors. v. Okoye and Anor. (2012) All FWLR (pt. 549) 1099. The Court below was accordingly right in holding that it lacked the jurisdiction to entertain the action. Section 254C(1)(a) of the Third Alteration Act 2010 amending the 1999 Constitution reads "254C-( I) Notwithstanding the provisions of Sections 251, 257, 272 an 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 cases and matters(a) relating to or connected with any labour, employment, trade unions, industrial relations and matters arising from workplace, the conditions of service, including health, safety, welfare of labour, employee, worker and matters incidental thereto or connected therewith."
So labour and employment matters are now within the exclusive jurisdiction of the National Industrial Court vide Coca-Cola Nig. Ltd. v. Akinsanya (2017) 17 NWLR (pt. 1593) 74, Skye Bank Plc v. Iwu (2017) 16 NWLR (pt. 1590) 24 and Section 254C(1)(a) of the 1999 Constitution. The action was filed at the Court below on 03-07-09 vide pages 5 and 8 of the record. It was a pending action in 2010 when Section 254C of the Third Alteration Act amending the 1999 Constitution was made by the National Assembly in 2010, so Section 24(3) of the National Industrial Court Act would apply to save the action for its transfer to the National Industrial Court. See the decision of the Court in John v. Igbo-Etiti L.G.A. (2013) 7 NWLR (pt.1352) 1 at 17 where it was heard per the lead judgment prepared by Okoro, J.C.A., (now J.S.C.) thus "Following the enactment of the Constitution (Third Alteration) Act, 2010 which gave exclusive jurisdiction to the National Industrial Court on labour matters, both the State and Federal High Courts including that of the Federal Capital Territory, Abuja ceased to have jurisdiction in those matters pending before them. If they are struck out and there is need to file them afresh, some of them may be caught by statute of limitation and the plaintiffs in such situation, without... fault of theirs, would suffer grave injustice. It became necessary to make such provisions as Section 24(3) of the National Industrial Court Act in order to preserve such suits [which are to be) transferred to the National Industrial Court for proper adjudication...
This is an Act of the National Assembly and no Court can say it is not bound by its provisions." In the result, the appeal has no merit and is hereby dismissed. But the order striking out the action is varied or altered to an order remitting or transferring the action to the National Industrial Court Lagos for determination vide Section 24(3) of the National Industrial Court Act applied by the Court in John v. Igbo-Etiti L.G.A. (supra) read with Section 15 of the Court of Appeal Act, 2004, as amended. Parties to bear their costs. By way of footnote there has not been an amendment of Section 22(2) of the Federal High Court Act to accommodate the National Industrial Court. So, for labour/employment matters of this nature when found not to be within the jurisdiction of the Federal High Court in cases filed in the Federal High Court after the coming into force of Section 254C of the (Third Alteration) Act, 2010 amending the 1999 Constitution cannot be transferred by the Federal High Court to the National Industrial Court which now has the exclusive original jurisdiction in such matters.
It is hoped that the National Assembly may fill the lacuna by an amendment of Section 22 of the Federal High Court Act to accommodate the transfer of cases of this nature by the Federal High Court to the National Industrial Court which has exclusive original jurisdiction to determine such cases."
Per IKYEGH, J.C.A. in RAJI v. TRUCK SABINOS (NIG) LTD CITATION: (2018) LPELR-45011(CA)
