The Court of Appeal in Abuja has upheld a Federal High Court judgment that nullified key provisions of the Companies and Allied Matters Act (CAMA) 2020. The provisions, which empowered the Corporate Affairs Commission (CAC) to regulate incorporated trustees, were deemed to infringe on citizens' fundamental rights and conflict with the 1999 Constitution. A three-member panel of the appellate court, led by Justice Donatus Okorowo, delivered a unanimous judgment on September 17.
The Court of Appeal dismissed the CAC's appeal in substantial part, affirming the nullification of Sections 839 and 842 to 848 of CAMA. However, the court 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 judgment was in favor of constitutional lawyer Emmanuel Ekpenyong, who had challenged the provisions, arguing they violated his rights to freedom of thought, conscience, and religion, among others.
The CAC had appealed the April 18, 2023 judgment of Justice James Omotosho of the Federal High Court, Abuja Division. The CAC, represented by Jibrin Okutepa, SAN, argued that the trial court erred in entertaining the matter as a fundamental rights action. However, 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.
The appellate court affirmed that Ekpenyong had the legal standing to institute the suit because the challenged provisions affected his fundamental rights. The court also held that the impugned provisions intruded on freedoms protected by Sections 38 and 40 of the Constitution. Justice Okorowo added that the first respondent possessed the locus standi to bring the action.
The Court of Appeal's decision was concurred by Justices Abba Mohammed and Eberechi Nyesom-Wike. The court consequently dismissed the appeal in substantial part and affirmed the nullification of Sections 839 and 842 to 848. 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.
The judgment was delivered on September 17, but its certified true copy was sighted in Abuja on Friday. The suit, marked FHC/ABJ/CS/1076/2020, was instituted by Ekpenyong against the National Assembly, CAC, and Attorney-General of the Federation (AGF). Ekpenyong had challenged the provisions 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.
The nullification of the CAMA provisions is a significant development in the regulation of incorporated trustees in Nigeria. The Court of Appeal's decision has implications for the powers of the CAC and the rights of voluntary associations in the country. The judgment has been welcomed by stakeholders who argue that the provisions were overly broad and infringed on the rights of citizens.
Key points
- The Court of Appeal has upheld the nullification of CAMA provisions empowering the CAC to regulate incorporated trustees.
- The provisions were deemed to infringe on citizens' fundamental rights and conflict with the 1999 Constitution.
- The judgment has implications for the powers of the CAC and the rights of voluntary associations in Nigeria.
