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The Court of Appeal, Abuja, has affirmed the Federal High Court judgment nullifying key provisions of the Companies and Allied Matters Act (CAMA) 2020 that empower the Corporate Affairs Commission (CAC) to regulate incorporated trustees.
The appellate court held that the provisions infringe citizens’ fundamental rights and conflict with the 1999 Constitution.
In a unanimous judgment delivered by Justice Donatus Okorowo, a three-member panel dismissed the CAC’s appeal in substantial part, affirming the nullification of Sections 839 and 842 to 848 of CAMA.
The court, however, set aside the wholesale nullification of Section 851, declaring it void only to the extent that it empowers the Administrative Proceedings Committee to usurp the jurisdiction of the Federal High Court.
The panel also affirmed that constitutional lawyer, Emmanuel Ekpenyong, had the legal standing to institute the suit because the challenged provisions affected his fundamental rights.
Although the judgment was delivered on September 17, its certified true copy was sighted in Abuja on Friday.
The CAC, represented by Jibrin Okutepa, SAN, had appealed the April 18, 2023 judgment of Justice James Omotosho of the Federal High Court, Abuja Division.
In the suit, marked FHC/ABJ/CS/1076/2020, Ekpenyong sued the National Assembly, CAC and Attorney-General of the Federation (AGF), challenging Sections 839, 842 to 848 and 851 of CAMA on the grounds that they violated his rights to freedom of thought, conscience and religion, freedom of association and peaceful assembly, and access to court.
Justice Omotosho had held that the powers conferred on CAC to regulate and administer incorporated trustees under the challenged provisions were excessive and infringed the rights guaranteed by Sections 38 and 40 of the Constitution.
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Dissatisfied with the judgment, CAC filed an appeal, arguing, among other grounds, that the trial court erred in entertaining the matter as a fundamental rights action.
Delivering the lead judgment, Justice Okorowo held that a voluntary association is supreme over its internal affairs and that a court would not intervene unless the association acted in breach of its constitution. He held that the trial court was right to strike down the impugned provisions, which intruded on freedoms protected by Sections 38 and 40 of the Constitution.
On Section 851, he held that it was void only to the extent that it allowed the Administrative Proceedings Committee to exercise jurisdiction vested in the Federal High Court under Section 251(1)(e) of the Constitution. “In the result, the appeal fails,” Justice Okorowo declared.
He added: “The first respondent possessed the locus standi to bring the action. The finding on locus standi is affirmed on the narrow basis stated.
“The impugned provisions, properly construed as a matter of statutory interpretation, do infringe the rights guaranteed by Sections 38 and 40 of the Constitution.”
The court consequently dismissed the appeal in substantial part and affirmed the nullification of Sections 839 and 842 to 848.
It held that the remaining administrative and regulatory functions of the Administrative Proceedings Committee under Section 851 subsist, subject to the supervisory jurisdiction of the Federal High Court.
Justices Abba Mohammed and Eberechi Nyesom-Wike concurred with the judgment.
