12/09/2026
Higher and Higher we go
Legal Practitioners and Property Consultants
12/09/2026
Keystone Bank Ltd. v. Ebuh (2026) 13 NWLR (Pt. 2058) 433, SC.
ISSUES FOR DETERMINATION:
1. Whether the Court of Appeal was wrong in holding that the 1st cross-respondent’s claim in suit No. IST/lWOW02/2017 - Dr. Vincent Ebuh v. Keystone Bank Limited was not statute-barred.
2. Whether the Court of Appeal was wrong when it struck out the matter instead of dismissing it.
*FACTS OF THE CASE:*
By an originating application filed on 10th November 2017, the 1st cross-respondent (as claimant) commenced a suit against the cross-appellant.
Subsequently, the 2nd and 3rd cross-respondents were joined in the suit. And the 1st cross-respondent amended his application to seek the following reliefs:
(a) A declaration that the terms of the cross-appellant’s Initial Public Offer of November 2007 as contained in its prospectus constituted a binding agreement between the 1st cross-respondent and the cross-appellant in respect of the 1st cross-respondent’s application to acquire 30,000,000 shares.
(b) A declaration that in view of the allotment of 4,335,000 shares to the 1st cross-respondent on 7th April 2008, the cross-appellant became contractually obligated to refund N436,305,000 being the value of the unallotted 25,665,000 shares applied and paid for by the 1st cross-respondent, together with accrued interest thereon.
(c) A declaration that the cross-appellant is liable to pay interest on the un-refunded N436,305,000 at the Central Bank of Nigeria’s Minimum Rediscount Rate from 12th April 2008 until judgment.
(d) A declaration that the refusal of the cross-appellant to refund N436,305,000 constitutes a breach of contract.
(e) A declaration that the unsolicited allotment of25,665,000 shares under the 2008 special placement is inconsistent with the contractual obligations owed to the 1st cross-respondent and not in his interest.
(f) An order setting aside the said unsolicited allotment of 25,665,000 shares evidenced by Share Certificate No. 362432 issued on 25th August 2008.
(g) an order setting aside the sale of 30,000,000 shares belonging to the 1st cross-respondent by the 3rd cross-respondent without authorization.
(h) An order compelling the cross-appellant and the 2nd and 3rd cross-respondents jointly and/or severally to pay -
i. the sum of N436,305,000 being the un-refunded amount;
ii. compound interest on the sum at the applicable Minimum Rediscount Rate from 19th April 2008until payment;
iii. post-judgment interest at the rate of 10% per annum until liquidation; and
iv. such further or other orders as the Tribunal may deem fit to make in the circumstances.
The cross-appellant denied liability and raised a preliminary objection. It contended that the suit was statute-barred under section 7 of the Limitation Act because it was commenced on 10th November 2017 in respect of a cause of action which arose in April 2008. The 2nd cross-respondent filed a defence, which incorporated a jurisdictional objection. The 3rd respondent also filed a defence.
At the conclusion of trial, the parties filed final written addresses which raised several issues including limitation of action, liability, and entitlement to the reliefs sought. After considering the pleadings, evidence, and submissions, the Tribunal delivered its judgment in favour of the 1st cross-respondent, and consequently granted the reliefs he sought.
The cross-appellant appealed to the Court of Appeal, which considered and resolved the issues canvassed by the parties, including substantive questions touching on the merits of the appeal. The Court of Appeal held that the transaction was one under seal. Relying on sections 146(3) and 385 of the Companies and Allied Matters Act, 1990, the Court of Appeal held the contract came under a 12 (twelve) year limitation period. However, the Court of Appeal came to the conclusion that the Tribunal lacked jurisdiction on account of non-fulfillment of a condition precedent. As a result, the Court of Appeal set aside the judgment of the Tribunal and struck out the 1st cross-respondent’s claim.
Being dissatisfied with parts of the judgment of the Court of Appeal, which set aside the judgment of the Tribunal and struck out the suit of the 1st cross-respondent, the cross-appellant cross-appealed to the Supreme Court. The cross-appellant and the 2nd cross-respondent contended that the 1st cross-respondent’s claim was founded on a simple contract and was therefore governed by a 6 year limitation period. On the other hand, the 1st cross-respondent countered that the transaction fell within the ambit of contracts under seal or statutory rights under a 12 year limitation period.
*Held (Unanimously allowing the cross-appeal):*
*1. On construction of clear and unambiguous words in a statute.*
Where the words of a statute are clear, they must be given their ordinary meaning and not extended beyond their scope. In this case, the words of section 385 of the Companies and Allied Matters Act, 1990 are clear and unambiguous.
Ogbuanyinya v. Okudo (1979) 6 - 9 SC 32; Adisa v. Oyinwola (2000) 10 NWLR (Pt. 674) 116; Okoh v. Fed. Poly, Bauchi (2024) 15 NWLR (Pt. 1961) 261; Jev v. Iyortom (2015) 15 NWLR (Pt. 1483) 484 referred to.] (Pp.462-463, paras. G-A)
*2. On difference between claim for dividends declared by company and money paid for unallotted shares.*
Section 385 of the Companies and Allied Matters Act, 1990 deals specifically with recovery of declared dividends. The wording of section 385 of the Companies and Allied Matters Act, 1990 is clear and unambiguous. The express mention of “dividends” in the section excludes other claims not related to “dividends” from coming under the umbrella of the section. A claim for refund of monies paid for unallotted shares is clearly distinct from a claim for dividends. Consequently, the Court of Appeal erred when it equated both. (Pp. 462, paras. G-H; 463, para. A)
*3. On what constitutes contract under seal and whether a pre-allotment of companies shares transaction is contract under seal.*
A contract under seal must be executed, sealed and delivered. In this case, the 1st cross-appellant did not plead or prove any instrument executed, sealed and delivered in respect of his claim. The mere fact that the share certificates which were issued are under seal pursuant to section 146(3) of the Companies and Allied Matters Act 1990 does not transform a pre-allotment transaction into a sealed contract. Therefore, the Court of Appeal erred when it held that the transaction between the cross-appellant and the 1st cross-respondent was oneunder seal, and relied on sections 146(3) and 385 of the Companies and Allied Matters Act, 1990 to hold that it came under a 12 year limitation period.
Anwasi v. Chabasaya (2000) 6 NWLR (Pt. 661) 408 referred to.] (Pp. 463, paras. C-D, 464, paras. B-C)
*4. On nature of application for shares of companies.*
An application for shares constitutes an offer, which only crystallizes into a binding contract upon allotment. In this case, the 1st cross-respondent’s claim relates to recovery of money paid for shares not allotted. Thus, no contract came into existence in respect thereof. The claim is for recovery of money had and received. It is a claim based on classic simple contract. It is governed by the 6 year limitation period prescribed under section 8(1) of the Limitation Law. But it was instituted about 9 years after the accrual of the cause of action. So, the suit is statute-barred. Consequently, the Tribunal lacked jurisdiction ab-initio, and the Court of Appeal erred in holding otherwise.
Berliet (Nig.) Ltd. v. Francis (1987) 2 NWLR (Pt. 58) 673; Gadzama v. Rims Merchant Bank Ltd. (1997) 4 NWLR (Pt. 498) 234 referred to.] (Pp.463, paras. D-F; 464, paras. B-C)
*5. On need to distinctly plead and strictly prove allegation of fraud.*
Fraud must be distinctly pleaded and strictly proved. A party cannot introduce the issue of fraud at the appellate stage to evade the operation of a limitation statute. In this case, the 1st cross-respondent raised the issue of fraud in his brief of argument. However, that allegation was not specifically pleaded and proved at trial.
Egbe v.Odu (2024) 18 NWLR (Pt. 1970) 257 referred to.] (P. 463, paras. G-H)
*6. On determining whether action is statute-barred.*
In determining whether an action is statute-barred, the court examines the writ of summons and statement of claim to ascertain the date the cause of action accrued and then compares the date with the date the action was instituted. Where the period prescribed by statute has elapsed, the action is statute-barred. In this case, there is no dispute that the cause of action accrued on 19th April 2008, and that the action was commenced on 7th November 2017; that is, a period of over 9 years after the cause of action accrued.
Ajayi v. Adebiyi (2012) 11 NWLR (Pt. 1310) 137; Egbe v. Adefarasin (1987) 1 NWLR (Pt. 41) 1 referred to.] (P. 462, paras. A-C)
*7. On ascertainment of nature of plaintiff’s claim for purposes of limitation of action.*
The nature of a claim for the purpose of limitation is determined from the reliefs sought and the facts pleaded. In this case, the claim is for the refund of N436,305,000 the 1st cross-respondent paid for shares which were not allotted to him.
Adeyemi v.Opeyori (1976) 9 - 10 SC 31 referred to.] (P. 462, paras. E-F)
*8. On what is a statute-barred claim.*
A statute-barred claim is a claim that is barred by a statute of limitations; a claim that cannot be brought because the time allowed by law for bringing it has expired. In this case, the 1st cross-respondent claim is statute-barred and the Court of Appeal erred in holding that the action was not statute-barred. (Pp.466, para. D; 467, para. G)
*9. On effect of limitation of action.*
Limitation of action is a threshold issue which goes to jurisdiction. Where an action is statute-barred, the right of action is extinguished and the court is divested of the competence to entertain it.
Madukolu v. Nkemdilim (1962) 2 SCNLR 341; Sken consult (Nig.) Ltd. v. Ukey (1981) 1 SC 6; Yau-Yau v. A.P.C. (2023) 8 NWLR (Pt. 1941) 403 referred to.] (Pp. 461-462, paras. H-A)
*10. On effect when claim is statute-barred.*
When a claim is statute-barred, the legal right to enforce the claim through court action is extinguished due to the lapse of the prescribed limitation period. When a claim is statute-barred, it extinguishes the right of action and renders the action “dead” or “sterile”. Once a case is statute-barred, the action is barren and sterile, requiring the court to dismiss it. In this case, the 1st cross-respondent’s claim is statute-barred, meaning that the claim is dead and there is no live issue in itto be determined by any competent court of law. Consequently, this court will not open the door for the 1st cross-respondent to re-litigate a dead claim in a competent court of law, as to saddle the court with such obligation would amount to a futile exercise that will weary the court and take the space meant for competent suits in the docket of the courts. In the light of the foregoing, the proper order the Court of Appeal should have made is an order dismissing the claim.
N.P.A. Plc v. Lotus Plastics Ltd. (2005) 19 NWLR (Pt. 959) 158 referred to] (Pp. 466, paras. E-F; 467, paras. E-G)
*11. On difference between order dismissing suit and order striking out suit.*
There is a clear and fundamental distinction between an order of dismissal and an order striking out a suit. While an order of dismissal puts an end to the rights of the parties and forecloses any further litigation on the same subject matter, an order striking out merely removes the matter from the cause list, leaving the claimant at liberty to re-initiate the action where permissible.
Okafor v. A.-G., Anambra State (1991) 6 NWLR (Pt. 200) 659; U.T.C. (Nig) Plc v. Pamotei (1989) 2 NWLR (Pt. 103) 244; In Re: Apeh (2017) 11 NWLR (Pt. 1576) 252 referred to.] (P. 464, paras. F-G)
*12. On importance of jurisdiction and effect where court lacks jurisdiction of court.*
Jurisdiction is the basis of adjudication. Where jurisdiction is absent, any step taken by the court, no matter how well conducted, amounts to a nullity. Consequently, once a court comes to the conclusion that it lacks jurisdiction, it lacks the competence to make any binding pronouncement on the merits of the case. A court cannot validly dismiss a claim over which it has no jurisdiction as such an order would amount to a determination on the merits, which the court is incompetent to undertake. In this case, though the Court of Appeal considered and resolved several issues canvassed by the parties, including substantive questions touching on the merits of the appeal, it ultimately came to the conclusion that the Tribunal lacked jurisdiction on account of non-fulfillment of a condition precedent. The conclusion of the Court of Appeal that jurisdiction was lacking, made its earlier findings academic and incapable of grounding an order of dismissal.
Madukolu v. Nkemdillm (1962) 2 SCNLR 341; A.-G., Fed. v. A.N.P.P. (2003) 18 NWLR (Pt. 851) 182; Panalpina World Transport (Nig.) Ltd v. J.B. Oladeen Int’l (2010) 19 NWLR (Pt. 1226) 1; Adelekan v. ECU-Line NV (2006) 12 NWLR (Pt. 993) 33; N.A.C.B. Bank Ltd. v. Ozoemelam (2016) 9 NWLR (Pt. 1517) 376; African Securities Ltd. v. Ekwenem (2005) 2 SCNJ 272 referred to.] (P. 465, paras. C-H)
*13. On respective proper order court should make where a claim fails and where it lacks jurisdiction.*
Where a court has jurisdiction and proceeds to determine a matter on the merits, the proper order, where the claim fails, is one of dismissal. Conversely, where a court finds that it lacks jurisdiction, the competent order it can make ordinarily is to strike out the suit.
Ehuwa v. O.S.I.E.C. (2006) 18 NWLR (Pt. 1012) 544; Okoye v. Nigerian Construction & Furniture Co. Ltd. (1991) 6 NWLR (Pt. 199) 501; Adetayo v. Ademola (2010) 15 NWLR (Pt. 1215) 169 referred to.] (Pp. 464-465, paras. H-A).
*14. On proper order appellate court should ordinarily make where lower court lacked jurisdiction and when can dismiss suit.*
Where an appellate court finds that the court below lacks jurisdiction, the appropriate order to make is ordinarily an order striking out the suit. The use of the word “ordinarily” presupposes that there could be an “extraordinary” situation that could warrant an appellate court to make an order of dismissal in the circumstance. In this case, the 1 stcross-respondent’s claim is statute-barred. That is an extraordinary situation on the basis of which it ought to be dismissed. In the circumstances, the Court of Appeal erred in holding that the action was not statute-barred and in striking out the case instead of dismissing it. (P. 466, paras. A-C)
*15. On when Supreme Court will interfere with concurrent findings of facts by lower courts.*
Where concurrent findings of facts by lower courts are based on a wrong application of the law, the Supreme Court will not hesitate to interfere.
Ibrahim v. Nigerian Army (2025) 11 NWLR (Pt.1999) 279; State v. Boniface (2025) 13 NWLR (Pt.2(02) 339 referred to.] (P. 464, paras. A-B).
Counsel:
M. A. Essien, SAN (with him, A. Owolabi, Esq.) - for the Cross-appellant.
O. J. Onoja, SAN; M. A. Ebute, SAN, and G. Ibrahim, SAN (with them, I. E. Ekpa, Esq.; F. A. Akoh, Esq.; I. P. Nwaogu, Esq.; O. Efobi, Esq.; and O. M. Offiah, Esq.) - for the 1st Cross-respondent.
S. Imhanruor, Esq. - for the 2nd Cross-respondent.
Researched and edited by:
GODSPOWER EROGA, ESQ.
12-9-2026.
05/09/2026
NIMASA v. Ihenacho (2026) 13 NWLR (Pt. 2057) 261, SC.
ISSUE FOR DETERMINATION:
After holding that the High Court of Lagos State lacked jurisdiction to adjudicate on the 1st and 2nd respondents’ suit, did the Court of Appeal rightly invoked the provisions of section 15 of the Court of Appeal Act to transfer the suit to the Federal High Court for hearing and determination notwithstanding binding decisions to the contrary?
*FACTS OF THE CASE:*
The 1st and 2nd respondents sued the appellant and the 3rd -5th respondents at the High Court of Lagos State. The appellant and the 3rd - 5th respondents raised preliminary objections in their respective statements of defence. The appellant contended among other grounds that the High Court of Lagos State lacked the requisite jurisdiction to entertain the 1st and 2nd respondents’ claims; and that the Federal High Court has jurisdiction over the claims.
The High Court of Lagos State overruled the appellant’s objection and held that it was vested with jurisdiction to entertain the claims. Consequently, the appellant appealed to the Court of Appeal, which allowed the appeal and set aside the ruling of the trial court. Further, in exercise of its powers under section 15 of the Court of Appeal Act and acting under section 22(3) of the Federal High Court Act (as amended), the Court of Appeal transferred the suit to the Federal High Court for accelerated hearing and determination.
Still dissatisfied, the appellant appealed to the Supreme Court. The appellant argued that the Court of Appeal lacked jurisdiction to make the consequential order transferring the suit to the Federal High Court, and that the proper order the Court of Appeal should have made was an order striking out the suit for want of jurisdiction.
The 1st and 2nd respondents countered that section 15 of the Court of Appeal Act vests the Court of Appeal with power to make any order in ensuring matters were determined on their merit, and that the consequential order made by the Court of Appeal was pursuant to its powers under section 15 of the Court of Appeal Act.
*Held (Unanimously allowing the appeal):*
*1. On proper order court should make where it lacks jurisdiction over a matter.*
The general principle of law is that where a court lacks jurisdiction to entertain a cause or matter, the appropriate or proper order to make is to strike it out. However, by section 22(2) of the Federal High Court Act (as amended), where the Federal High Court has no jurisdiction to entertain a suit, it can transfer the suit to the appropriate High Court of a State or of the Federal Capital Territory, Abuja.
Okoye v. Nigerian Const. Furniture Co. Ltd. (1991)6 NWLR (Pt. 199) 501; Saleh v. Monguno (2003) 1 NWLR (Pt. 801) 221; Adetayo v. Ademola (2010) 15 NWLR (Pt. 1215) 169; W.A.E.C. v. Folorunsho (2025) 17 NWLR (Pt. 2014) 283 referred to.] (Pp.273-274, paras. D-B).
*2. On whether High Court of a State or Federal High Court lacking jurisdiction over a matter can respectively transfer suit to appropriate High Court.*
The Federal High Court has the competence to transfer a cause or matter to a High Court of a State or the Federal Capital Territory, Abuja by virtue of section 22(2) of the Federal High Court Act (as amended). On the other hand, the High Court of a State, like the High Court of Lagos State, cannot transfer a cause or matter to the Federal High Court where it has no jurisdiction to entertain the suit, and it has no rule of procedure which enables it to transfer the action, cause, matter or suit to the Federal High Court. This is so because section 22(3) of the Federal High Court Act (as amended), which vested powers in the High Court of a State or of the Federal Capital Territory, Abuja to transfer a cause or matter to the Federal High Court has judicially held by the Supreme Court as a provision the National Assembly had no power to legislate or make and, therefore, null and void. Therefore, section 22(3) of the Federal High Court Act, heavily relied upon by the Court of Appeal andthe 1ˢᵗ and 2ⁿᵈ respondents is not helpful to them because the subsection has been judicially declared to be a nullity. Having found that the trial court (High Court of Lagos State) had no jurisdiction to entertain the 1ˢᵗ and 2ⁿᵈ respondents’ suit, the only order the Court of Appeal could have made was to strike out the suit and not to transfer the suit to the Federal High Court. The decision of the Court of Appeal transferring the 1ˢᵗ and 2ⁿᵈ respondents’ suit to the Federal High Court for accelerated hearing and determination ought to be set aside.
Aluminium Manufacturing Co. (Nig.) Ltd. v. Nigerian Ports Authority (1987) 1 NWLR (Pt. 51) 475; Fasakin Foods (Nig.) Ltd. v. Shosanya (2006) 10 NWLR (Pt.987) 126; N.N.P.C. v. Alabi (2023) 6 NWLR (Pt.1879) 81; N.E.P.A v. Edegbero (2002) 18 NWLR (Pt.798) 79; Arjay Ltd. v. Airline Management Support Ltd. (2003) 7 N WLR (Pt. 820) 577; Lakanmi v. Adene (2003) 10 NWLR (Pt. 828) 353 referred to.]
(Pp. 274, paras. B-D, 277-278, paras. C-C)
*3. On whether Court of Appeal can transfer suit to Federal High Court when High Court of a State lacks jurisdiction over same.*
The Court of Appeal has no jurisdiction to exercise its powers under section 15 of the Court of Appeal Act to transfer a matter to Federal High Court where the High Court has no Jurisdiction to do so. In this case, the High Court of Lagos State had no jurisdiction to transfer the suit to the Federal High Court. So, the only order the Court of Appeal could have made was to strike out the suit, and not to transfer it to the Federal High Court. (Pp. 280, paras. B-c; 274, paras. C-D)
*4. On when cases should be cited as authority in a subsequent case.*
Cases are only authorities for what they actually decided in the context of the prevailing facts.
Interdrill (Nig.) Ltd. v. U.B.A. Plc (2017) 13 NWLR(Pt. 1581) 52 referred to.] (P. 273, para. B).
Counsel:
Chief Emeka Ngige, SAN (with him, Onyeka Obiajulu, Esq.; and Chiamaka Nnanosike [Miss] - for the Appellant.
Emmanuael Ekpenyong, Esq. (with him, Jude Otakpor, Esq.) -for the 1st and 2nd Respondents.
Chief Osuala Emmanuel Nwagbara (with him, Cynthia Ogbodu) - for the 3rd, 4th and 5th Respondents.
Researched and edited by:
GODSPOWER EROGA, ESQ.
5-9-2026.
05/09/2026
*Abubakar v. Providus Bank Ltd. (2026) 13 NWLR (Pt. 2056) 87, SC.*
*ISSUES FOR DETERMINATION:*
1. Whether the appellants’ complaint of fraud, forgery of court document, and non-compliance with subsisting court orders raised a jurisdictional issue that entitled them to appeal as of right as enshrined in the Constitution of the Federal Republic of Nigeria, 1999 (as amended).
2. Whether the appellants’ notice of appeal before the Court of Appeal was filed out of time.
3. Whether the Court of Appeal rightly granted accelerated hearing and determination of the suit pending at the trial court and did not thereby infringe on the appellants’ right to fair hearing.
4. Whether the Court of Appeal was right in awarding costs of ₦5,000,000.00 against the appellants to each of the 1ˢᵗ,2ⁿᵈ, 3ʳᵈ, 4ᵗʰ, 5ᵗʰ, 6ᵗʰ, and 10ᵗʰ respondents when it was clear that the appeal did not require leave and was filed within time.
5. Whether the 2nd respondent made out a case for the Supreme Court to exercise its powers under section 22 of the Supreme Court Act.
*FACTS OF THE CASE:*
Providus Bank Limited (the 1ˢᵗ respondent) and Unity Bank Plc (the 2ⁿᵈ respondent) proposed a scheme of merger within the context of the banking sector recapitalization framework approved by the Central Bank of Nigeria (the 10ᵗʰ respondent). Consequently, by an ex parte originating summons filed at the Federal High Court, the 1ˢᵗ and 2ⁿᵈ respondents sought, among other reliefs, orders convening each company’s meeting of their directors and shareholders of their fully paid ordinary shares for the purpose of considering and approving the merger. The trial court granted the application and directed that the proposed scheme of merger be presented to the shareholders at meetings convened for that purpose.
The meetings were held and the proposed merger was approved by majority of the 1ˢᵗ and 2ⁿᵈ respondents’ shareholders. So, the 1stand 2nd respondents filed another ex parte originating summons by which they sought, among other reliefs, an order of final judicial sanction of the scheme of merger.
The appellants, who claimed to be members of and interested stakeholders in the 2ⁿᵈ respondent, objected to the scheme of merger.
They challenged the competence of the proceedings before the trial court. They initially raised an oral objection to the jurisdiction of the court to entertain the ex parte originating summons for sanction. Subsequently, upon the directive of the court, they filed a formal application. They sought: an order granting them leave to file the application as interested parties; an order discontinuing the merger between the 1ˢᵗ and 2ⁿᵈ respondents; an order dissolving the merger between 1ˢᵗ and 2ⁿᵈ respondents in its entirety; and such further order(s) as the trial court may deem fit to make in the circumstances of the case.
The appellants contended that there were serious irregularities during the merger proceedings which fundamentally tainted the process. According to them, the version of the scheme of merger presented to shareholders for approval materially differed from the document earlier placed before and approved by the court, and that the process was further marred by fraud, forgery, perjury and non-compliance with prior orders of the court, particularly regarding the requirement of regulatory approval from the Central Bank of Nigeria before any application for final sanction could competently be entertained. Essentially, they complained that the alleged acts of forgery, concealment and procedural non-compliance vitiated the entire merger process and deprived the court of the jurisdiction to proceed further.
The respondents opposed the appellants’ application. On 19ᵗʰ November 2025, during the proceeding of the trial court, the 1ˢᵗ respondent orally applied to the trial court to consolidate the hearing of the ex parte originating summons with the appellants’ application. The trial court, in its bench ruling, ordered that the 1ˢᵗ and 2ⁿᵈ respondents’ ex-parte originating summons and the appellants’ application would be heard together on the same day, but the appellants’ application would be heard and determined first before consideration of the substantive originating summons.
The appellants were dissatisfied with what they believed was an improper procedural course capable of prejudicing their jurisdictional challenge. Consequently, they appealed to the Court of Appeal by a notice of appeal filed on 3ʳᵈ December 2025. Ground 1 of their notice of appeal complained that the trial court erred in deciding to hear the appellants’ application and the 1ˢᵗ and 2nd respondents ex-parte originating summons together though the appellants’ application challenged its jurisdiction and raised the issue of 1st and 2nd respondents’ non-compliance with its order to seek the Central Bank of Nigeria’s approval before filing the originating summons. Ground 2 of their notice of appeal complained that the trial court erred in deciding to hear the appellants’ application raising issues of forgery with the 1st and 2nd respondents’ substantive application for merger though the sanctioning of the merger would effectively determine the suit.
In response, the respondents filed a preliminary objection to the competence of the appellants’ appeal. The Court of Appeal upheld the preliminary objection. It held that the appeal arose from the exercise of judicial discretion by the trial court, and substantially involved grounds of mixed law and fact requiring prior leave of court before it could be filed. The Court of Appeal further held that the appeal was filed outside the statutory period prescribed by law for interlocutory appeals. The Court of Appeal dismissed the appeal, suo motu ordered accelerated hearing of the substantive proceedings pending before the trial court, and awarded costs of N5million against the appellants in favour of each of the 1ˢᵗ, 2ⁿᵈ, 3ʳᵈ,4ᵗʰ, 5ᵗʰ, 6ᵗʰ, and 10ᵗʰ respondents.
After their appeal was dismissed, the appellants filed several applications for stay of proceedings and ex*****on before different courts, but withdrew the applications. On 13th March 2026, when the suit came up before the trial court, it directed the appellants to move their substantive application for leave to be joined and other reliefs. Their counsel expressly failed to move that particular application, but moved the appellants’ application for a stay.
The appellants also appealed to the Supreme Court by a notice of appeal by which they expressly invited the Supreme Court to invoke its powers under section 22 of the Supreme Court Act. They filed 5 grounds of appeal from which they raised 4 issues for determination. They contended, among other grounds, that the Court of Appeal misconstrued the nature of the appeal before it, wrongly computed the period prescribed for filing the appeal, and failed to appreciate that the issues raised involved substantial questions of jurisdiction and constitutional access to justice arising from allegations of fraud, forgery and non-compliance with judicial orders in the course of the merger proceedings.
The respondents filed separate briefs of argument that were substantially identical both in substance and objective. The respondents (apart from the 9ᵗʰ respondent) also raised similar preliminary objections in their briefs of argument by which they challenged the competence of the appeal. The objections challenged the competence of certain grounds of appeal alleged to be of mixed law and fact filed without requisite leave of court; the appellants’ locus standi to institute the appeal as they were not parties to the substantive suit for the final sanction of the scheme of merger; the validity of ground 4 on the basis that it was against the decision of the trial court, and not arising from the judgment appealed against; and the appellants’ failure to comply with Order 6 rule 3(5) of the Supreme Court Rules, 2024 concerning deposit of costs in an escrow account in the name of the Chief Registrar.
In addition, the 2ⁿᵈ respondent filed an application for the Supreme Court to invoke its powers under section 22 of the Supreme Court Act to sanction the scheme of merger between the 1ˢᵗ and 2ⁿᵈrespondents. In the alternative, the 2nd respondent sought an order of the Supreme Court mandating the trial court to hear and rule on the appellants’ motion for a stay of proceedings and the 1ˢᵗ and 2ⁿᵈ respondents’ joint ex-parte originating summons to sanction the scheme of merger.
The appellants responded by a reply brief, which substantially repeated the submissions canvassed in arguing the substantive appeal. They, however, also urged the Supreme Court to exercise its powers under section 22 of the Supreme Court Act in respect of the trial court proceedings.
*Held*
*(1) Dismissing the preliminary objection by a majority of 4 to 1, GARBA, JSC dissenting and upholding the preliminary objections of the 1st, 8th and 10th respondents.*
*(2) Unanimously dismissing the appeal):*
*1. On what court considers in approving scheme of merger or arrangement between companies.*
The jurisdiction of the court in sanctioning a scheme of merger or arrangement is not to determine whether the court itself would have designed abetter commercial arrangement, but whether the scheme is fair, lawful, reasonable and one which an intelligent and honest shareholder, acting in respect of his interest, might reasonably approve. Once the statutory requirements have been fulfilled and the scheme is shown to be fair and bona fide, the court ought not to withhold its sanction merely because a minority of shareholders is dissatisfied with the commercial wisdom underlying the transaction.
In this case, the facts did not reveal any circumstance warranting judicial refusal of the sanction sought. To the contrary, the entire materials before the court demonstrated substantial compliance with the applicable statutory and regulatory framework and a conscientious effort to balance the interests of all categories of stakeholders affected by the merger. Accordingly, the Supreme Court would exercise its powers under section 22 of the Supreme Court Act and sections 711 to 715 of the Companies and Allied Matters Act, 2020 to sanction the scheme of merger as sought in the joint ex parte originating summons filed by the 1st and 2nd respondents. (Pp.174, paras. G-H; 177, paras. C-H)
*2. On right of shareholder aggrieved with judicial sanction of merger of companies.*
The rights of dissentient shareholders are not extinguished by the sanction of the Scheme of Merger. Section 711(3) of the Companies and Allied Matters Act, 2020 expressly preserves the right of any aggrieved shareholder to seek appropriate reliefs notwithstanding the sanction of the scheme. Put differently, the law has already provided a remedial framework for the ventilation of any legitimate grievance that may subsist after the merger process.In this case, there was nothing in the record of appeal suggesting procedural irregularity, fraud, bad faith, oppression of minority interests, or any feature rendering the Scheme unfair, inequitable or contrary to public policy. In addition, the scheme of merger document contained elaborate and comprehensive provisions designed to protect not only shareholders who consented to the merger, but equally those who may be unwilling or dissentient to the scheme. The document further revealed that the merger was conceived as a structured commercial transaction intended to preserve corporate continuity, safeguard depositor confidence, ensure regulatory compliance and strengthen the financial viability of the resulting institution. The provisions contained therein were exhaustive in scope and meticulous in detail. Therefore, the interests of all relevant stakeholders, including shareholders, employees, depositors, creditors and regulators were sufficiently considered in the design and implementation of the scheme. Thus, the spectre of irreversible prejudice strenuously canvassed by the appellants did not exist. (Pp. 173, paras. B-C; 174-175, paras. H-A; 175, paras. D-G)
*3. On purpose and scope of powers of Supreme Court under section 22 of Supreme Court Act.*
Section 22 of the Supreme Court Act donates to the Supreme Court an expansive and remedial jurisdiction to make any order necessary for determining the real question in controversy between the parties and to exercise full jurisdiction over the entire proceedings as if the matter had originated before the Supreme Court. The powers of the Supreme Court under section 22 of the Supreme Court Act are designed to advance substantial justice and forestall situations where remitting a matter would merely prolong needless litigation. The philosophy underpinning the statutory provision is deeply rooted in the eternal judicial obligation to ensure that justice is not sacrificed on the altar of technicality, procedural subterfuge, or avoidable delay. (Pp. 170, paras. G-H; 171, para. C;173, para. A)
*4. On when Supreme Court will invoke its powers under section 22 of Supreme Court Act.*
The powers vested in Supreme Court under section 22 of Supreme Court Act may be invoked where:
(a) all the materials necessary for the determination of the dispute are available before the court;
(b) the length of time between the disposal of the action at the trial court and the hearing of the appeal;
(c) the interest of justice so as to eliminate further delay that would arise in the event that the matter is remitted to the trial court for hearing;
(d) the issue involved is substantial and capable of being finally resolved without remitting the matter to the lower court; and
(e) such exercise would avoid unnecessary delay and multiplicity of proceedings.
Where all or any of the above conditions exist, the Supreme Court would exercise the powers granted by section 22 of the Act to put to rest the issues in controversy between the parties.
In this case, the conditions were satisfied. The record of appeal contained the joint ex parte originating summons seeking sanction of the scheme of merger, the affidavits in support of the summons, the resolutions of shareholders, the regulatory approvals, the relevant corporate documentation, and all processes filed by the parties. Therefore, the real controversy had crystallized fully before the Supreme Court. Further, the appellants who were yet parties at the trial court were permitted to move a motion which was filed on 6th November 2025. But they failed to move that motion, preferring to move a motion they filed on 6th March 2026 which was clearly intended to stifle the trial court from sanctioning the scheme of merger or arrangement. Despite the trial court’s unusually magnanimous order that such motion be argued together with the 1st and 2nd respondents’ application, the appellants felt aggrieved by such an order, and decided to pursue appeal up to the Supreme Court. The antecedents of the appellants at the trial court, at the Court of Appeal, and their attitude before the Supreme Court showed clearly that they were maliciously and deliberately bent on frustrating the well intentioned acts of the 1st and 2nd respondents. Therefore, remitting the matter to the trial court would have the probability of giving the appellants greater leeway to achieve their design to frustrate, or even terminate the scheme of merger agreed toby the 1st and 2nd respondents. In the circumstances, the Supreme Court would invoke its powers under section 22 of the Supreme Court Act to put an end to the bad faith exhibited by the appellants.
F.C.M.B.Plc v. Abdul Gafaru & Co. Ltd. (2026) 6 NWLR (Pt.2038) 179; Abiodun v. F.R.N. (2016) 9 NWLR (Pt.1516) 126; Odedo v. I.N.E.C. (2008) 17 NWLR (Pt.1117) 554; EMTS Ltd. v. Afdin Ventures Ltd. (2026) LPELR 83327 referred to.] (Pp. 171-172, paras.E-A; 176, paras. C-D; 210, para. D; 211, para. A; 211-212, paras. F-C)
Per ABUBAKAR, J.S.C. at page 172, paras. D-H:
“The affidavit evidence before the court, which remains substantially unchallenged, establishes that the proposed merger was initiated in compliance with the recapitalization directives of the Central Bank of Nigeria requiring commercial banks with national authorization to attain a minimum capital threshold within the stipulated regulatory timeline. The evidence further discloses that continued uncertainty surrounding the merger has already begun to erode depositor confidence and threaten financial stability in relation to the 2nd respondent/applicant. These are not idle or speculative concerns. Banking thrives fundamentally on public confidence. Once uncertainty and instability are introduced into the system, the consequences may become immediate, widespread and irreparable. Slight sign of distress affects confidence of customers and creates a run on the Bank. We must be deliberate in our efforts to save investors and customers, judicial pronouncements instill confidence in investors, and help in stabilizing financial Institutions worldwide and promote commercial certainty, commercial matters deserve expeditious hearing and determination. It is soothing to find that the Supreme Court Rules 2024 provide for fast-track hearing and determination of commercial appeals.
It is precisely for situations such as this that section 22 of the Supreme Court Act exists to prevent justice from becoming captive to procedural obstruction and to empower this court to bring litigation to a definitive and efficacious conclusion where the circumstances demand.”
*5. On whether party who sought invocation of Supreme Court powers under section 22 of Supreme Court Act can subsequently oppose exercise thereof.*
A party who has invoked the jurisdictional powers of the Supreme Court under section 22 of the Supreme Court Act cannot, with any degree of consistency, oppose a contention that the court has the necessary competence, propriety, or jurisdictional basis to invoke the very same powers in determining the real questions in controversy before it. In this case, one of the substantive reliefs sought by the appellants themselves in their notice of appeal to the Supreme Court expressly invited the court to invoke its powers under Section 22 of the Supreme Court Act. Further, in their brief of argument, the appellants specifically urged the Supreme Court to grant the reliefs they sought inthe appeal, including the relief predicated upon section 22 of the Supreme Court Act. The appellants’ plea to the Supreme Court to invoke section 22 of the Supreme Court Act constituted a tacit acknowledgment that the records before the court were sufficiently comprehensive to enable the court effectually and completely determine the mattersin controversy without remitting the proceedings to the trial court. So the appellants could no longer oppose the Supreme Court’s exercise of its powersunder section 22 of the Supreme Court Act. (P. 173, paras. D-H)
*6. On importance of jurisdiction of court.*
Jurisdiction is the foundation of adjudication. Where it is absent, the entire proceedings collapses no matter how brilliantly conducted.
N.N.P.C. v. Fung Tai Eng. Co. Ltd. (2023) 15 NWLR (Pt. 1906) 117; Ojo v. Adesida (2020) 10 NWLR (Pt. 1732) 347 referred to.] (Pp. 148-149, paras. H-A)
*7. On duty on court to first determine preliminary objection to an appeal and jurisdiction where raised.*
A preliminary objection to the competence of an appeal and the jurisdiction of the court to adjudicate over it on the merits as was raised by the 1ˢᵗ - 8ᵗʰ and 10ᵗʰ respondents in this case should be determined first before a consideration of the merit of the appeal, if necessary.
A.P.C v. I.N.E.C.(2015) 8 NWLR (Pt. 1462) 531; Elias v. F.R.N. (2021) 16 NWLR (Pt. 1800) 495; Polaris Bank Ltd v. Forte Oil Plc (2023) 5 NWLR (Pt. 1876) 179.
*8. On attitude of court to technicalities and to preliminary objections based on procedural technicalities.*
Preliminary objections, particularly those directed at shutting out a litigant from the seat of justice, must not be sustained upon doubtful or overly technical grounds. The modern judicial attitude leans against technical justice where substantial justice can still be done within the framework of the law. Courts exist to determine disputes on their merits and not to enthrone procedural technicalities as instruments of injustice. The law, while exacting in matters of jurisdiction, is not insensitive to the demands of substantive justice. This appeal raised questions of jurisdiction, fair hearing and the scope of appellate interventionin merger sanction proceedings. These are not matters that ought lightly to be foreclosed without affording the parties the opportunity to ventilate them fully on the merits. The administration of justice is better served where disputes, particularly those implicating constitutional questions, are determined substantively rather than being buried beneath technical objections whose resolution is not entirely free from doubt. Though certain aspects of the preliminary objection to the appeal were not baseless, the defects alleged were not of such fundamental character and magnitude as to ground the dismissal of the appeal in limine. Therefore, the preliminary objection lacked merit and ought to be dismissed. (Pp. 149, paras. A-C; 152, paras. D-G)
*9. On how to compute period of time within which to appeal.*
Section 15(2)(a) of the Interpretation Act, Cap. L 23, Laws of the Federation of Nigeria, 2004 states that a reference in an enactment to a period of days shall be construed as excluding the day on which the event occurs. By virtue of the provision, where a period is reckoned from the happening of an event, the day on which the event occurs is excluded from computation. The provision is clear, mandatory, and admits of no ambiguity whatsoever. Accordingly, the day judgment was delivered must be excluded in computing time for appeal. The rationale for the rule is rooted in certainty, fairness, and fidelity to statutory interpretation. A litigant cannot be expected to utilize a day that has substantially expired before the judicial act giving rise to the right of appeal occurred.
Akeredolu v. Akinremi (1985) 2 NWLR (Pt. 10) 787; Moore v. Flour Mills of Nigeria Plc (2022) 11 NWLR (Pt. 1841) 365; Yakubu v. F.R.N. (2023) 1 NWLR (Pt. 1864) 97 referred to. ] (Pp. 164-165, paras.G-C)
*10. On time limit for appealing from interlocutory decision of Federal High Court to Court of Appeal.*
By virtue of section 24(2)(a) of the Court of Appeal Act, a party has fourteen days to appeal against an interlocutory decision of a High Court. In this case, the appellants had fourteen days to appeal against the ruling of the trial court delivered on 19ᵗʰ November 2025. Excluding that date, computation properly commenced on 20ᵗʰ November 2025. The fourteenth day therefore fell on 3ʳᵈ day of December, 2025, being precisely the date the notice of appeal was filed. Therefore, the appeal before the Court of Appeal was filed within the statutory period prescribed by law. (P. 165, paras. C-E)
*11. On principles guiding application of doctrine of stare decisis.*
The doctrine of stare decisis commands fidelity not merely to chronology but to the proper interpretation of extant statutory provisions. Courts are not permitted, under the guise of interpretation, to construe away the express words of a statute. In this case, the Court of Appeal relied on the decisions in Owners of the MT Marigold v. NNPC (2022) 7 NWLR (Pt. 1828) 165 and Enyibros Food Processing Co. (Nig.) Ltd. v. NDIC (2021) 16 NWLR (Pt. 1800) 559 in upholding the respondents’ objection that the appellants’ appeal was filed outof time. However, the subsequent later decision of the Supreme Court in Yakubu v. F.R.N. (2023)1 NWLR (Pt. 1864) 97 directly reaffirmed the operation and mandatory effect of section 15(2)(a) of the Interpretation Act and therefore represents the current authoritative position of the law. In the circumstances, the Court of Appeal erred when it held that the notice of appeal was filed out of time and therefore incompetent. (P. 165, paras. E-G)
*12. On guide to classification of ground of appeal as ground of law, or of fact, or of mixed law and fact.*
In determining the nature of a ground of appeal the court should embark on a community reading of the grounds of appeal alongside their particulars of error, so as to determine the real nature and classification of the ground of appeal, whether it isa ground of law, or of fact or mixed law and fact.
Williams v. Adold Stamm Int’l (Nig.) Ltd. (2022) 5 NWLR (Pt. 1822) 23; Global West Vessel Specialist (Nig.) Ltd. v. NNLG Ltd. (2017) 8 NWLR (Pt. 1561) 381.
*13. On guide to classification of ground of appeal as ground of law, or of fact, or of mixed law and fact.*
In determining whether a ground of appeal is one of law, or of fact, or of mixed law and fact, the court is not bound by the label ingeniously affixed to the ground by counsel. Jurisdictional phraseology, however artfully and cunningly deployed, cannot by sheer forensic dexterity convert factual controversies into pure questions of law. The court must examine the ground of appeal together with its particulars to ascertain its real substance, legal effect, and practical import. In other words, the classification of a ground of appeal depends not on the language employed by counsel but on the intrinsic nature of the complaint disclosed therein.
In the instant case, the appellants repeatedly used the words “jurisdiction,” “forgery,” “fraud,” “nullity,” and “non-compliance with court order” in couching grounds 1 and 2 of their grounds of appeal at the Court of Appeal. But the true gravamen of their complaint was directed against the procedural and discretionary decision of the trial court to hear together the appellants’ application and the 1st and 2nd respondents’ pending ex-parte application for sanction of the scheme of merger. The complaints in the grounds of appeal were not confined to the abstract legal competence of the trial court to entertain merger proceedings under the Companies and Allied Matters Act. Rather, they invited the Court of Appeal to activate its appellate status to inquire into whether the trial court properly exercised judicial discretionin the management of pending applications; whether there was indeed alteration of the merger scheme earlier approved; whether there had been compliance with prior court directives requiring approval of the Central Bank of Nigeria; whether the appellants stood the risk of being over-reached; and whether the procedural sequence adopted by the trial court occasioned injustice. Those matters could not be determined merely by sterile legal construction in vacuo. They necessarily required investigation of contested facts, examination of procedural events, scrutiny of documents, and evaluation of competing factual assertions. Such an exercise falls squarely within the domain of mixed law and fact. In the circumstances, the Court of Appeal rightly held that the appeal, as constituted before it, substantially involved grounds of mixed law and fact requiring prior leave of court.
P.D.P.v. Sheriff (2017) 15 NWLR (Pt. 1588) 219; CPL Ind. Ltd. v. Union Homes S. & L. Ltd. (2021) 9 NWLR (Pt.1781) 201 referred to.] (Pp. 160-161, paras. F-G)
*14. On classification of ground of appeal challenging evaluation of evidence and exercise of discretion.*
Where determination of a ground of appeal necessitates evaluation of evidence, examination of facts, or review of the way discretion was exercised by a lower court, the ground is one of mixed law and fact. In this case, what the appellants challenged before the Court of Appeal was not the inherent jurisdiction of the trial court over the 1st and 2nd respondents’ proceedings for merger approval simpliciter, but the manner in which the trial court exercised procedural control over proceedings already properly before the court. The mere insertion of the word “jurisdiction” into a ground of appeal cannot transmute factual disputes intopure questions of law. Equally significant is the fact that the allegations of fraud and forgery on which the appellants heavily relied were quintessential allegations of fact requiring credible evidential proof. Where fraud is alleged to affect jurisdictional competence, the court must undertake a factual inquiry before arriving at any legal conclusion. In the circumstances, the Court of Appeal rightly held that the appeal, as constituted before it, substantially involved grounds of mixed law and fact requiring prior leave of court.
Comex Ltd. v. N.A.B. Ltd. (1997) 3 NWLR (Pt. 496) 643; Allanah v. Kpolokwu (2016) 6 NWLR (Pt. 1507) 1 referred to.] (Pp. 161-162, paras. H-A; 164, paras. A-B; C-F)
*15. On validity of one competent ground of appeal to sustain appeal.*
Where a notice of appeal contains at least one competent ground capable of sustaining the appeal, the proper approach is not to terminate the entire appeal in limine but to preserve the competent ground and strike out only those grounds found defective. In other words, once there is at least one competent ground of appeal, the appeal itself survives. Thus, the appellate jurisdiction of the Supreme Court is not defeated merely because some grounds may be incompetent, provided there remains at least one valid ground upon which the appeal can stand and be sustained. In the instant case, grounds 1 and 2 of the appellants’ grounds of appeal substantially raised questions of law relating to jurisdiction and computation of statutory time.
Ground 3 equally raised the constitutional issue of fair hearing arising from the order made suo motu for accelerated hearing. These grounds could not, at an interlocutory stage, be dismissed as being patently incompetent. The proper course was to reserve fuller consideration of the precise character of each ground, and the weight to be attached thereto, until the substantive hearing of the appeal.
W.D.P. Dev. Co. Ltd. v. Trade Wheels Ltd. (2022) 8 NWLR (Pt. 1832) 247 referred to.] (Pp. 151-152, paras. F-B)
*16. On principles governing award of costs.*
Costs are entirely within the discretion of the court, provided such discretion is exercised judicially andjudiciously. Costs are not imposed merely to punish; they are awarded to compensate a successful litigant for the trouble, harassment and inconvenience he has been subjected to unnecessarily.
Onesiv. Keri (2024) 14 NWLR (Pt. 1957) 1; N.N.P.C. v. Klifco (Nig.) Ltd. (2011) 10 NWLR (Pt. 1255) 209; Olasope v. National Bank (1985) 3 NWLR (Pt. 11)147; P.H.M.B. v. Utomi (1999) 13 NWLR (Pt. 636) 572 referred to.] (P. 167, paras. A-B)
*17. On principles governing award of costs in corporate and commercial litigation.*
Costs ordinarily follow events. Litigation, especially complex corporate and commercial litigation, imposes substantial financial, professional, and administrative burdens upon successful parties. The law therefore permits the award of costs not merely as symbolic recompense but as a partial indemnity for expenses reasonably incurred indefending proceedings. In this case, the Court of Appeal, having found the appeal incompetent, was entitled to award costs against the appellants. (P.167, paras. B-C).
*18. On when appellate court will interfere with award of costs by lower court and when will not.*
Appellate courts do not lightly interfere with award of costs except where the discretion was exercised upon wrong principles, was manifestly a rbitrary, or where the award is plainly perverse. In this case, the mere fact that the appellants succeeded partially on one issue before the Supreme Court did not automatically invalidate the costs earlier awarded by the Court of Appeal, particularly having regard to the interlocutory disputes generated by the proceedings. In the circumstances, the Supreme Court would not interfere with the award of costs made by the Court of Appeal.
Mekwunye v. Emirates Airlines (2019) 9 NWLR (Pt. 1677) 191 referred to.](P. 167, paras. D-E)
*19. On duty on appellant appealing against decision of Court of Appeal to pay costs awarded into escrow account in the name of the Supreme Court Registrar.*
Order 6 rule 3(5) of the Supreme Court Rules, 2024 mandates an appellant to pay costs ordered to be paid to the respondent into an escrow account. By the use of “shall”, the provision in Order 6 rule 3(5) of the Supreme Court Rules, 2024 is couched in mandatory language. It states that twenty-one days after filing a notice of appeal, or before the transmission of the records of appeal (whichever is earlier), the appellant shall file evidence showing that all sums, by way of costs, the appellant had been ordered to pay to the respondent have been paid into an escrow account in a commercial bank in the name of the Chief Registrar. The appellant shall forward the certificate of compliance to the Registrar of the court below for inclusion in the records, and if the appellant compiles the records himself, the certificate of compliance duly verified by the Registrar of the court below shall form part of the records; failure of which shall be deemed as non-compliance with the condition for the appeal. The court may, in the circumstance, proceed to dismiss the appeal in chambers without hearing arguments in the appeal.
Emerging Markets Telecommunications Services Ltd. v. Afdin Ventures Ltd. (2026) LPELR 83327 referred to.] (Pp. 208-209, paras. G-D)
*20. On whether appellant who has regularized default in paying costs into escrow account in name of Supreme Court Registrar can still be penalized.*
The provision of Order 6 rule 3(5) of the Supreme Court Rules, 2024 requiring deposit of costs and filing of certificate of compliance is couched in mandatory language. However, the essence of procedural rules is to ensure orderly administration of justice, not to punish litigants who subsequently regularize non-compliance before the objection is determined. Procedural rules remain handmaids of justice and not its mistress. In this case, the record of the court showed that the appellants subsequently complied with the requirement of the rule of court by making the requisite deposit into the designated account of the Supreme Court. Thus, there was no ground to sustain the objection founded on Order 6rule 3(5) of the Supreme Court Rules, 2024.
Nneji v. Chukwu (1988) 3 NWLR (Pt. 81) 184 referred to.] (Pp. 152, paras. B-D; 209, paras. G-H)
*21. On whether party given opportunity to present case can allege denial of fair hearing where dissatisfied with procedural sequence of hearing adopted by court.*
Fair hearing, though fundamental and constitutionally entrenched under section 36(1) of the Constitution of the Federal Republic of Nigeria, 1999 (as amended), is not to be invoked whenever a party is dissatisfied with the procedural direction adopted by a court. The constitutional guarantee is satisfied once parties are afforded reasonable opportunity to present their case before an impartial tribunal. In this case, the order of accelerated hearing made by the Court of Appeal did not determine the substantive rights of the parties or foreclose any issue pending beforethe trial court. It was, plainly, a case-management directive issued within the inherent and statutory powers of the court to ensure expeditious disposal of proceedings, particularly in the light of the urgency surrounding the recapitalization and merger timelines confronting the 1st and 2nd respondents.
Ayoade v. State (2020) 9 NWLR (Pt. 1730) 577; Gov., Imo State v. E.F. Network (Nig.) Ltd. (2019) 9 NWLR (Pt. 1676) 95 referred to.] (P. 166, paras. A-C)
*22.On what party alleging denial of fair hearing must show to succeed.*
Lack of fair hearing is not established by speculative grievance or generalized dissatisfaction. A party alleging denial of fair hearing must show how the alleged breach occasioned miscarriage of justice. In this case, the appellants failed to demonstrate what actual prejudice they suffered because of the order of accelerated hearing made by the Court of Appeal.
Okeke v. Uwaechina (2022) 10 NWLR (Pt.1837) 173 referred to.] (P. 166, paras. G-H)
*23. On inherent jurisdiction of court to regulate its process.*
Courts are not helpless spectators in proceedings before them. They possess inherent jurisdiction to regulate their own process and ensure that the machinery of justice is not frustrated by avoidable delay or procedural stagnation. (P. 166, para. D)
*24. On whether every procedural direction by court amounts to raising issue suo motu and when court can make consequential order.*
It is incorrect to characterize every procedural direction made by a court as an issue raised suo motu requiring further addresses from counsel. The law does not insist upon empty formalism where the issue arises directly from the proceedings themselves. Courts are entitled, in appropriate cases, to make consequential or incidental orders necessary for the proper administration of justice. In this case, the order of accelerated hearing made by the Court of Appeal arose naturally from circumstances already apparent on the record and from the urgency repeatedly canvassed before the court.
Afrotec Tech. Serv. (Nig.) Ltd. v. MIA & Sons Ltd. (2000) 15 NWLR (Pt. 692) 730; Power Holding Co. (Nig.) Plc v. Nwogbo (2026) LPELR 83226 referred to.] (P. 166, paras. D-F)
*25. On effect where applicant refuses to move application.*
An application which a party deliberately refuses to move when called upon by the court is deemed abandoned and liable to be struck out. Courts do not act in vain, nor do they preserve dormant applications indefinitely at the pleasure of litigants. In this case, counsel for the appellants was invited to move the appellants’ motion for leave to be joined and related other reliefs. But he proceeded to argue the application for stay filed subsequently. The consequence was that the appellants’ substantive application was abandoned. (P. 176, paras. E-F)
*26. On duty on court not to permit frivolous litigation aimed at time wasting.*
Per ABUBAKAR, J.S.C. at page 172, paras. B-C:
“This court will certainly not allow litigants engage in uncouth gymnastics to stall genuine judicial proceedings in any court. The time has come for this and other courts to resist ill-mannered litigations designed to tie the hands of the courts. Delay has become the common feature of litigation in Nigerian Courts, we must do all we can to resist litigations designed to hood-wink the court, we have had enough of needless proceedings in our court, the time to act is now.”
*27. On purpose of judicial process and duty on court to prevent misuse of by litigant.*
Per ABUBAKAR, J.S.C. at pages 176-177, paras.G-C:
“Judicial process is a sacred instrumentality for the attainment of justice; it is not a tactical weapon for economic sabotage or procedural paralysis. The courts must remain vigilant against the misuse of interlocutory processes in a manner capable of inflicting grave commercial uncertainty, particularly in sectors as systemically sensitive as banking and financial services.
It is therefore difficult to resist the conclusion that the succession of interlocutory applications filed by the appellants was principally calculated to hold the substantive proceedings in abeyance for as long as possible. Courts of law must be careful not to lend their processes to stratagems or schemes which impede rather than promote the administration of justice. See Kwajaffa v. B.O.N. Ltd. (2004) 13 NWLR (Pt.889) 146. I must observe, with all the restraint demanded by judicial decorum, that learned counsel owe a solemn duty not merely to their clients, but also to the court and to the due administration of justice. Advocacy, no matter how vigorous, must remain within the bounds of professional responsibility. The court cannot commend a litigation strategy which, viewed objectively, appears more devoted to frustrating the hearing of the substantive matter than to securing a fair adjudication thereof. The temple of justice is not served when procedure is converted into a labyrinth designed to exhaust, frustrate and immobilize legitimate adjudication.”
*28. On need to strictly plead and prove allegation of fraud.*
Fraud is never presumed. It must not only be specifically pleaded but must also be strictly proved by credible evidence.
Otukpo v. John (2012) 7 NWLR (Pt. 1299) 357 referred to.] (P. 164, paras.C-D)
*29. On effect of repeal or deletion of sections of Statute.*
Per ABUBAKAR, J.S.C. at pages 149-150, paras.C-G:
“I must, at this stage, observe an important constitutional development which appears to have escaped the attention of learned counsel for the 1ˢᵗ respondent in the construction and framing of the preliminary objection. Learned counsel predicated part of his objection on the alleged non-compliance with section 233(5) of the Constitution, particularly in relation to the requirement of leave by persons who were not parties to proceedings before the lower court. However, the said argument rests on a constitutional provision that no longer exists within our current constitutional architecture.
It is now beyond dispute that by the recent constitutional alteration (Second Alteration Act), 2010, subsections (3), (4), and of Section 233 of the Constitution have been deleted. See decision of this court in F.R.N. v. Gidado (2026) 13 NWLR (Pt. 2056) 55. The extant section 233 now contains only two subsections reproduced below:
‘233. Appellate jurisdiction
The Supreme Court shall have jurisdiction, to the exclusion of any other court of law in Nigeria, to hear and determine appeals from the Court of Appeal.
(2) An appeal shall lie from decisions of the Court of Appeal to the Supreme Court as of right in the following cases -
(a) where the ground of appeal involves questions of law alone, decisions in any civil or criminal proceedings before the Court of Appeal.
(b) decisions in any civil or criminal proceedings on questions as to the interpretation or application of this Constitution:
(c) ecisions in any civil or criminal proceedings on questions as to whether any of the provisions of Chapter IV of this Constitution has been, is being or is likely tobe, contravened in relation to any person;
(d) decisions in any criminal proceedings in which any person has been sentenced to death by the Court of Appeal or in which the Court of Appeal has affirmed a sentence of death imposed by any other court.
(e) decisions on any question whether-
(i) any person has been validly elected to the office of President or Vice-President under this Constitution,
(ii) the term of office of President or Vice-President has ceased,
(iii) the office of President or Vice-President has become vacant,
(iv) any person has been validly elected to the office of Governor or Deputy Governor under this Constitution,
(v) he term of office of Governor or Deputy Governor has ceased.
(vi) the office of Governor or Deputy Governor has become vacant; and
(f) such other cases as may be prescribed by an Act of the National Assembly.’
Consequently, any argument founded on the repealed section 233(5) cannot enjoy continued constitutional validity. Courts of law are creatures of the Constitution and must interpret and apply the law as presently enacted, not as it once stood. Constitutional adjudication cannot proceed based on extinct provisions or spent legislative texts. The law, like society itself, is not static. Once a constitutional provision has been deleted, it ceases to possess normative force and cannot constitute the juridical foundation for the exercise or denial of appellate rights.”
*30. On duty on parties having identical or joint interests to file joint briefs of argument.*
Order 16 rule 7(1) of the Supreme Court Rules, 2024 states that all parties whose interests are identical or joint shall file joint briefs; and that separate briefs may be filed only by those parties whose interests are separate or are in conflict. The provision is neither ornamental nor merely directory in objective. It embodies a fundamental principle of appellate adjudication rooted in procedural discipline, judicial economy, and the efficient administration of justice. In the instant case, not only were the interests of the respondents visibly aligned, the arguments advanced in their separate briefs of argument were virtually indistinguishable in content, reasoning, and relief sought. The filing of separate briefs of argument filed by the respondents, notwithstanding their identical interest and similarity of arguments, ran contrary to both the letter and spirit of Order 16 rule 7(1) of the Supreme Court Rules 2024 and amounts to unnecessary proliferation of processes. (Pp. 139-140, paras. G-A; 140, para. G; 141, paras.A-B)
*31. On duty on parties having identical or joint interests to file joint briefs of argument.*
The mandatory tenor of Order 16 rule 7(1) of the Supreme Court Rules, 2024 is underscored by the deliberate use of the word “shall” in its provision. Where the word “shall” is employed in a statutory or procedural provision, particularly in relation to a duty imposed upon litigants, it ordinarily imports compulsion and not mere discretion, unless the context otherwise admits. The obligation imposed on parties with identical interests to file a joint brief is therefore mandatory.
Access Bank Plc v. Ogboja (2022) 1 NWLR (Pt. 1812) 547 referred to.] (P. 140, paras. E-F)
*32. On rationale for parties with identical or joint interests to file joint briefs of argument.*
The jurisprudential rationale behind Order 16rule 7(1) of the Supreme Court Rules, 2024 is self-evident. Where parties are united by common interest and pursue identical reliefs or legal objectives, multiplicity of briefs serves no legitimate purpose. Rather, it clogs the appellate process with repetitive submissions, burdens the opposing party with needless responses, and dissipates valuable judicial time that ought to be devoted to the determination of genuinely contentious issues. The law does not encourage superfluity. Equity, like nature, abhors multiplicity where unity suffices. The implications of non-compliance with Order 16 rule 7(1) of Supreme Court Rules 2024 must therefore be considered within the broader context of the overriding objectives of the rules of court. While the filing of multiple identical briefs may not, in every circumstance, amount to a jurisdictional defect capable of nullifying the processes filed, the court cannot ignore conduct which undermines procedural efficiency and orderly administration of justice. Rules of Court exist to be obeyed. Parties and counsel are not at liberty to elect which provisions to comply with and which to disregard. The courts, especially the Supreme Court, must ensure that its rules are observed and respected. (Pp. 140, paras.C-E; 141, paras. C-E)
*33. On effect where parties with identical or joint interests file separate briefs of argument.*
The practice of filing separate but repetitive briefs of argument by a group of parties whose interests are identical may, in appropriate circumstances, expose the parties to adverse procedural consequences, including the striking out of the repetitive processes, refusal of costs, or such other consequential orders as the court may deem fit to protect its procedure from abuse. This is so because courts possess inherent jurisdiction to prevent abuse of process and preserve the integrity of adjudication. In this appeal, the Supreme Court shall only reckon with the 1ˢᵗ respondent’s brief of argument, which substantially captures the position taken by each of the respondents in this appeal. However, for completeness and record purposes, the Supreme Court shall record the processes filed on behalf of each of the respondents.
Saraki v. Kotoye (1992) 9 NWLR (Pt. 264) 156 referred to.] (Pp. 141, paras.E-F; 142, paras. C-D)
*34. On nature, purpose and binding effect of rules of court.*
Rules of Court are not made as cosmetic appendages to judicial proceedings. They are designed to regulate the conduct of litigation in a manner that ensures orderliness, avoids prolixity, prevents unnecessary duplication of arguments, and conserves precious judicial time. In this regard therefore, the Supreme Court Rules, being subsidiary legislation made pursuant to constitutional authority of the Chief Justice of Nigeria, possess binding force of law and must be obeyed by litigants and counsel. The obligation imposed on parties with identical interests to file a joint brief is therefore mandatory.
Abubakar v. B.O.A.P. Ltd. (2007) 18 NWLR (Pt.1066) 319 referred to.] (P. 140, paras. A-C; para. F)
*35. On binding effect of rules of court and need to obey.*
Rules of court generally, and particularly those couched in mandatory tenor, bind both the court and the parties and so should or must be obeyed and complied with.
South Atlantic Pet. Ltd. v. Min.Pet. Resources (2014) 4 NWLR (Pt. 1396) 24; MCIn v. Ltd. v. C.I. & C. M. Ltd. (2012) 12 NWLR (Pt.1313) 1.
*36. On what amounts to abuse of court process.*
Abuse of process is not confined to situations of multiplicity of actions alone. It extends to improper use of judicial processes in a manner that is oppressive, vexatious, or manifestly lacking in bona fide. In this case, the requirement of a joint brief of argument by parties having identical or joint interests is not merely for administrative convenience. It reflects the deeper juridical understanding that parties who stand or fall together in law ought ordinarily to speak with one forensic voice. To permit otherwise without justification would encourage avoidable duplication, increase litigation costs, and unnecessarily elongate proceedings contrary to the constitutional imperative of fair and expeditious determination of matters. The responde
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