(2018) LPELR-44380(CA)

Transcription

1 FCDA STAFF MULTI-PURPOSE (COOP) SOCIETY & ORS v. SAMCHI & ANOR CITATION: In the Court of Appeal In the Abuja Judicial Division Holden at Abuja ABUBAKAR DATTI YAHAYA PETER OLABISI IGE MOHAMMED MUSTAPHA ON TUESDAY, 13TH MARCH, 2018 Suit No: CA/A/631/2014 Before Their Lordships: Between 1. FCDA STAFF MULTI-PURPOSE COOPERATIVE SOCIETY 2. BRIGHT OISEOMAYE (PRESIDENT) 3. SULIAMAN LAWAN (VICE PRESIDENT) 4. ONOJA JOHN YAKUBU (GEN. SECRETARY) 5. GBENGA ADENIRAN (ASST. GEN. SECRETARY) 6. OMOBUDE ELIZABETH (TREASURER) 7. JUBRIN ISA (FINANCIAL SECRETARY 8. PETER UDEMBA (PRO I) 9. JACOB LATA (PRO II) Justice, Court of Appeal Justice, Court of Appeal Justice, Court of Appeal And 1. AMBROSE SAMCHI 2. THE REGISTRAR OF COOPERATIVES FCTA RATIO DECIDENDI - Appellant(s) - Respondent(s)

2 1. ACTION - CONDITION PRECEDENT: Effect of non compliance with condition precedent stated in a statute before commencing an action "Section 44 of the Cooperative Societies Act Cap 488 Laws of the Federation, Federal Capital Territory Act 2007, Section 44 required that the internal dispute resolution mechanisms be explored before an action is instituted, the 1st to 9th respondents raised the issue of the failure of the 1st respondent to explore the mechanism in their counter affidavit, see pages 136 to 140 of the record of appeal; this fact was further raised in the preliminary objection, see pages 213 to 227 of the record of appeal. The response of the trial Court to these facts is to the effect that the issues raised did not touch on the business of the 1st defendant, but rather the interpretation of the Byelaw governing the affairs of the 10th defendant, and that the dispute envisaged by Section 44 only relates to members and persons claiming through the members etc. This holding fails to appreciate the fact of the matter that the basis of the selection of the care taker committee of the 1st appellant was indeed the disputes amply stated in the 1st to 9th appellants' counter affidavit, and these disputes clearly touched directly on the business of the 1st appellant, as it affected its members, including the 2nd respondent, who is empowered to appoint an arbitrator. The internal dispute resolution mechanism provided in Section 44 ought to have been explored, regardless of the fear expressed by learned counsel to the respondents that the registrar will by doing so be a judge and jury in the case. In any event, the fear expressed by learned counsel for the respondents is unfounded because at the end of the day decisions of the arbitrator, can be challenged in Court if need be, and the clear intention of the law in Section 44 of the Act is that the registrar plays a role in resolution of disputes among members, this has always been the position of this Court in this regard; see GBENGA BODUNDE & ANOR V STAFF COOPERATIVE INVESTMENT & CREDIT SOCIETY LTD & ANOR (2013) 16 WRN 157. It is for these reasons that issues one and five are resolved in favour of the appellants, against the respondents."per MUSTAPHA, J.C.A. (Pp , Paras. E-D) - read in context 2. COURT - DUTY OF COURT: Duty of Court not to make a case different from the one made by the parties "I make bold to say that the trial Court is expected to act on what was presented before it and not whimsically assume that there ought to be a valid law somewhere because a judge is not supposed to base his findings on speculation, he simply cannot act outside the evidence adduced before him or make a case for any parties before him when the parties themselves fail to make the case for themselves; see AUDU v. INEC (No. 2) (2010) 13 NWLR (Pt. 1212) 456 and ALSO ABUBAKAR V. YAR'ADUA (2009) ALL FWLR (PT. 457) 1, where the Supreme Court held: "A Court of law can only pronounce judgment in the light of evidence presented and proved before it. A Court of law cannot go outside the evidence presented and proved before it by embarking on a voyage of discovery in search of other evidence in favour of the parties..." There is neither need nor necessity for a Court to set up for parties a case different from the one set up by the parties themselves in the pleadings and their evidence, it is not the duty of the Court to fish around for evidence. The type of evidence a Court can act on is the evidence which was canvassed in Court, no more. A Judge cannot simply act on what he discovered on an issue, especially when that was not supported or brought to the notice of the parties to be agitated in the usual adversarial procedure, in the guise of taking judicial notice, as contended by learned counsel for the respondents in this case; see OHWOVORIOLE VS. FRN (2003) FWLR (pt.141) 2019; ONIAH VS ONYIA (1989) NWLR (pt. 99) 514."Per MUSTAPHA, J.C.A. (Pp , Paras. E-A) - read in context

3 3. COURT - DUTY OF COURT: Duty of court in interpreting a statute "Relief 4 of the 1st respondent at page 2 of the record of appeal is for: "An order of the Honourable Court directing the registrar of cooperative to immediately conduct elections into the executive council of the FCDA Staff Multi-purpose Cooperative Society in accordance with the Bye-laws." And the trial Court at page 326 of the record of appeal ordered as follows: "The registrar of cooperatives (10th defendant) is hereby ordered to immediately conduct elections into the executive committee of the 1st defendant in accordance with the law." Unfortunately there does not appear any provision in 28 sections of the said law, which guides the affairs and conduct of the 1st appellant conferring on the registrar of cooperatives, i.e. the 2nd respondent, the power to conduct an election into the offices of the 1st appellant, see pages 169 to 189 of the record of appeal even the unsigned Bye-laws attached to the originating summons did not empower the 2nd respondent to conduct elections to the offices of the 1st appellant, see pages 11 to 22 of the record of appeal. Now that being so, the trial Court cannot read into the laws that which does not exist, because the role of the Court is simply to interpret the laws and not to make them, see THOMAS & ORS V OLUFOSOYE (1986) LPELR-3237-SC and RABIU V KANO STATE (1980)."Per MUSTAPHA, J.C.A. (Pp , Paras. A-A) - read in context 4. EVIDENCE - DOCUMENTARY EVIDENCE: Effect of an unsigned document "Where a document which ought to be signed is not signed, for whatever reason, then the very essence of the document is now questionable, because its authenticity is in serious doubt; it is like a man without a face, only worse; and for that reason, the ambiguity created as a result will be construed against the maker or whoever sought to present it; see GARUBA VS. KWARA INVESTMENT CO. LTD. (2005) (PT. 252) 469, AIKI VS. IDOWU (2006) 9 NWLR (PT. 984) 47 and ZEMI VS. GEIDAM (2004) ALL FWLR (PT. 237) 457."Per MUSTAPHA, J.C.A. (Pp , Paras. F-B) - read in context 5. EVIDENCE - JUDICIAL NOTICE: Whether judicial notice must be taken of all laws and enactments "...the failure of the appellants to make available the amended Bye-law, if it exists, does not preclude the trial Court from taking judicial notice of the said legislation, in line with the provisions of Section 122(2) of the Evidence Act, 2011; it is trite law that any Court could take notice of all laws or enactments and subsidiary legislation made in any part of Nigeria, See AMATA VS. OMOFUWA (1997) 2 NWLR PART 485 PAGE 93 and UBN PLC VS. SCPOK NIG LTD (1998) 12 NWLR PART 578 PAGE 439. In FASAKIN FOODS NIG. LTD VS. SHOSANYA (2006) 10 NWLR PART 987 PAGE 126 AT 167, the Supreme Court held that: "By virtue of Section 274 (4) of the 1979 Constitution "existing law" means any law and includes any rule of law or any enactment or instrument whatsoever which is in force immediately before the date when the section came into force or passed or made before that date came into force after that date."per MUSTAPHA, J.C.A. (P. 16, Paras. A- E) - read in context

4 6. GOVERNMENT AGENCY - ECONOMIC AND FINANCIAL CRIMES COMMISSION: Powers of the Economic and Financial Crimes Commission "...it is important not to have any illusions about the powers and functions of the EFCC for the avoidance of doubt Section 7(1) (a) and (b) of the EFCC Act, provides that: "The commission has powers to- (a) Cause investigations to be conducted as to whether any person, corporate body or organization has committed an offence under this act or other law relating to Economic and Financial Grimes Commission: (b) cause investigations to be conducted into properties of any person. if it appears to the commission that the person's lifestyle and extent of the properties are not justified by his source of income.'' Clearly the powers of the EFCC to investigate, and indeed prosecute crimes is not restricted to government agencies, public officers or civil servants, as it appears to be suggested, it extends to corporate bodies and organizations, where they offend the law; and for the avoidance of any doubt, the trial Court did not anywhere, in the whole length and breadth of the judgment seek to undermine or curtail the powers or functions of the EFCC as contended by learned counsel to the appellant."per MUSTAPHA, J.C.A. (Pp , Paras. E-E) - read in context 7. JUDGMENT AND ORDER - JUDGMENT OF COURT: Effect of an unsigned judgment "The position of the law is trite and tested that an unsigned and undated Judgment is null and void and of no effect whatsoever, it is as simple as that, the Court has no more interest in the matter than the parties, and if the parties choose to rely on an invalid document, the trial Court is expected simply to disregard it or reject it for what it is or isn't; See: AWONIYI V. ALESHINLOYE (1998) 9 NWLR PT "Per MUSTAPHA, J.C.A. (P. 15, Paras. A-C) - read in context 8. JUDGMENT AND ORDER - CONSEQUENTIAL ORDER: Purpose of a consequential order "It is very important to point out at this juncture that the purpose of a consequential order is to give effect to the decision or judgment of the Court, but not to grant an entirely new relief which was not contested by the parties at the trial and which does not especially tally with the original reliefs claimed in the suit; see AWONIYI V. REG TRUSTEES OF AMORC (2000) 10 NWLR (PT. 676) 522. It is not within the province of the trial Court to grant a relief not sought, or contemplated by the parties, under the guise of a consequential order; especially as a consequential order is not merely incidental to a decision but one that necessarily flows directly from, and consequent upon it. Indeed a consequential order gives effect to the judgment already given, it does not grant a fresh relief, and can only relate to matters adjudicated upon; see AKINBOBOLA V. PLISSON FISKO NIGERIA LTD. & ORS (1991) 1 NWLR 270, 288."Per MUSTAPHA, J.C.A. (Pp , Paras. D-B) - read in context

5 9. JUDGMENT AND ORDER - REASON FOR JUDGMENT: Whether Court must give reasons for its decision "The 1st to 9th appellants at the trial, particularly at paragraph 39 of the counter affidavit to the Originating Summons stated that the care taker committee of the 1st appellant consisting of the 2nd to 9th appellants were adopted as full executive members of the 1st appellant, as per page 132 of the record of appeal, and that resolution was recorded in an electronic disc marked Exhibit L, attached to the said counter-affidavit. In rejecting this exhibit, the trial Court stated thus, at page 323 of the record of appeal: "The reaction of the 1st to 9th defendants in paragraph 39 or their counter affidavit in this regard is that the appointed caretaker committee members were adopted in a general meeting of November, 2013 as executive members. They attached a disc which is a purported recording if the meeting. I am not interested in film shows contained in a disc. What the Court is interested in is the resolutions and minutes of the said meeting. Even if they are available members of the executive committee of the 1st defendant is not by adoption in a general meeting but by election..." The provisions of Section 84 of the Evidence Act, 2011, govern the admissibility of discs produced from computers as in this case, subject to the satisfaction of the conditions mentioned in the Subsection (2); see DICKSON V SYLVIA & ORS (2016) LPELR SC. Section 84(2) provides for the conditions to be satisfied in relation to the statement and computer from which the documents sought to be admitted were produced; therefore, a party seeking to tender in evidence a computer generated document does not merely tender same, evidence in relation to the use of the computer must be called to establish the conditions set out under this subsection of the Evidence Act. But having said that the record did not indicate whether this conditions were met or not, as a matter of fact the reasons given for rejecting the disc as stated in page 323 to 326 of the record of appeal, the relevant parts of which I have quoted hereinabove are that the trial Court was more interested in '...resolutions and minutes of the said meeting...' and not merely a disc which the trial Court saw as nothing more than a 'film show'; that in the considered opinion of this Court is not reason enough to reject the disc, Exhibit 'L'. If the exhibit did not fulfill the requirements of Section 84(2), and for that reason the Court rejected it, it should say so because undoubtedly, a Court of law is always expected to give sound reasoning in support of its decision; see AGHAEGBUNAM ILOABACHIE & ORS V ANOSIKE ILOABACHIE (2005) LPELR CA. It is trite law that the decision of a Court must not be arbitrary, but anchored on sound reasoning and conclusion. A judgment of a Court must therefore as of necessity give a full and dispassionate consideration of the issues properly raised before it; see AGBANELO V. UBN LTD (2000) 7 NWLR (PT. 666) P. 534 AT 537. Reasons ought to be given for every judicial decision, Courts cannot act on what appears to be a whim and giving reasons for decisions also enable the determination on appeal of whether the decision was merely whimsical or arbitrary and whether it is consistent with established applicable principles of law. This clearly is not a case of a trial Court giving wrong reasons but arriving at a right decision, in which case this Court would have been reluctant to interfere, see AFROCATS NIG. CO LTD & ANOR V SKYE BANK & ANOR (2017) LPELR CA; but the rejection of Exhibit L for the reasons advanced by the trial Court is to say the least erroneous, and the consequence is the wrong conclusion arrived at, for reasons of which this Court will be right to interfere."per MUSTAPHA, J.C.A. (Pp , Paras. D-E) - read in context

6 MOHAMMED MUSTAPHA, J.C.A. (Delivering the Leading judgment): This appeal is against the decision of the High Court of the Federal Capital Territory, Abuja; Coram Hon. Justice U.P. Kekemeke, delivered on the 20th day of October, 2014 in Suit No: FCT/HC/CV/645/2014. Facts in Brief: The 1st Respondent herein as the Plaintiff commenced this action by way of an Originating Summons dated 17th February, 2014 seeking for the interpretation of Articles 13 and 14 of the FCDA Staff Multi-Purpose Co-operative Society Bye-laws. The following reliefs were sought against the Defendants now the Appellants:- a. A declaration that the act of the 10th Defendant dissolving the duly elected Executive Committee of the FCDA Staff Multi-Purpose Co-operative Society is unlawful, unconstitutional ultra-vires his powers, null and void and of no effect. b. A declaration that the act of the 10th Defendant setting up a caretaker Committee to manage the affairs of the FCDA Co-operative was wrongful, unconstitutional null and void. c. An Order of the Honourable Court Directing the 2nd, 1

7 3rd, 4th, 5th, 6th, 7th, 8th and 9th Defendants to immediately vacate the office as members of the caretaker committee of the FCDA Staff Multi-Purpose Co-operative Society and render accounts of their activities in office as caretaker committee members. d. An Order of the Honourable Court directing the Registrar of the Co-operatives to immediately conduct elections into the Executive Counsel of the FCDA Staff Multi-Purpose Co-operative Society to run the affairs of the Co-operative Society in accordance with the Bylaws. e. The cost of this action against the 2nd, 3rd, 4th, 5th, 6th, 7th, 8th and 9th Defendants jointly in the sum of N2,000, (Two Million Naira Only). The trial Court granted the reliefs sought. Dissatisfied with the judgment, the appellants appealed to this Court vide a Notice of Appeal filed on the 22nd day of October, 2014; on the following grounds of appeal shorn of their respective particulars:- GROUND ONE: That the learned trial Judge erred in law by attaching weight and probative values to an undated and unsigned Bye-Law of the Federal capital Development Authority staff Multi-Purpose Cooperative Society marked as EXHIBIT "COOP 4" 2

8 in the affidavit in support of the 1st Respondent originating Summons in arriving at an erroneous decision. GROUND TWO: That the learned trial Judge erred in law in his decision when he held that the Registrar of Cooperatives of the Federal Capital Territory Administration (2nd Respondent) should conduct an election into elective positions of the Federal Capital Development Authority Staff Multi-Purpose Cooperative Society immediately. GROUND THREE: That the learned trial Judge erred in law when he refused to countenance and attach weight to a computer generated DISC material marked Exhibit "L" at paragraph 39 of the counter affidavit of the Appellants filed at the Lower Court. GROUND FOUR: That the learned trial Judge erred in law when he held that the provision of Section 44 of the Cooperative Societies Act (Cap.488) LAWS OF THE FEDERAL CAPITAL TERRITORY OF NIGERIA 2007 is applicable to the 1st Respondent suit at the Lower Court. GROUND FIVE: That the learned trial Judge erred in law when he failed to give literal and natural grammatical meaning to the clear Court provision of Article 21 (b) of the 3

9 Amended Bye-Law of the FCDA Staff Multi-Purpose Cooperative Act. GROUND SIX: That the learned trial Judge erred in law by not limiting himself to its constitutional and traditional role of interpretation of status placed before the Lower Court but choose to amend the Cooperative Societies Act. GROUND SEVEN: That the learned trial Judge erred in law when he failed to appreciate and look at all the documents in its file before arriving at an erroneous conclusion which occasioned a miscarriage of justice. GROUND EIGHT: That the learned trial Judge erred by not appreciating the fact that Anti-corruption agencies in Nigeria are under a statutory duty to investigate, curb and prosecute criminal activities and corruption in the public and private sector. Sola Egbeyinka, Esq., of counsel to the Appellants formulated eight issues for determination from the grounds, in the Appellants' Brief filed on the 10th day of December, 2014; as follows:- 1. Whether the learned trial Judge was right to interpret and give effect to the provisions of Articles 13 and 14 of the unsigned and undated Bye-Laws of the 4

10 1st Appellant before arriving at a decision at the Lower Court? 2. Whether the learned trial Judge at the Lower Court rightly held that the 2nd Respondent can validly conduct an election into various elective positions in the 1st Appellant when the enabling legislation of the 1st Appellant as well as other legislation regulating Cooperative Society did not statutorily empower the Registrar of Cooperatives to conduct an election? 3. Whether the learned trial Judge was right in law to reject a computer generated disc having failed to appreciate the effect and substance of the Provision of Section 84 (1) of the Evidence Act 2011? 4. Whether the learned trial Judge erred in law when he erroneously came to the conclusion that the provision of Section 44 of the Cooperative Societies Act LAWS OF THE FEDERAL CAPITAL TERRITORY OF NIGERIA 2007 did not apply to the 1st Respondent suit at the Lower Court? 5. Whether having regard to the express and clear act provision of Article 21 (b) of the Amended Bye-Law of the 1st Appellant, the 2nd - 9th Appellants could validly be adopted as full Executive members of the 1st Appellants? 5

11 6. Whether the learned trial Judge erred in law by not giving the provision of Section 44 of the Cooperative Societies Act LAWS OF THE FEDERAL CAPITAL TERRITORY OF NIGERIA 2007 its interpretative effect when he erroneously arrived at a conclusion that the Registrar of Cooperatives cannot appoint an arbitrator to resolve dispute in the 1st Appellant. 7. Whether the learned trial Judge was right in law having failed to countenance and attach weight to the Amended Bye Law of the 1st Appellant in its filed? 8. Whether the learned trial Judge is not under obligation to appreciate the statutory functions of Anti-Corruption agencies in Nigeria? In response, E.E. Ita Esq., of counsel for the Respondent formulated five issues for the determination of this appeal in the Respondents' Brief filed on the 17th day of March 2015; as follows:- 1. Whether there was a valid amended Bye-Laws of the FCDA Staff Multi-Purpose Co-operative Society upon which the learned trial Judge could interpret, and if the answer is no, whether the learned trial judge was right in interpreting Articles 13 and 14 of the only valid Bye-Law of the FCDA Staff Multipurpose Co-operative 6

12 Society which was the subject matter of this suit. 2. Whether having declared that the setting up of a Caretaker Committee to run the affairs of FCDA Staff Multi-purpose Co-operative Society was a violation of the rights of members who indicated interest to contest the elections into the Executive Committee of the 1st Defendant not 1st Appellant, the trial Court was right in making the consequential order. 3. Whether the Appellant as 1st - 9th Defendants at the trial Court filed along with the computer generated disc a certificate in compliance with the provisions of Section 84(4) of the Evidence Act 2011 to warrant the learned trial Judge admit and give effect to the computer generated disc. 4. Whether this suit had anything to do with the statutory functions of any Anti-corruption agencies in Nigeria upon which the learned trial Judge would appreciate and give effect to. 5. Whether from the circumstances of this case, the learned trial Judge was right in holding that the act of the 10th Defendant was the fulcrum of this Suit and whether the learned trial Judge was right in holding that Section 44 of the Co-operative Society Act does 7

13 not apply to this Suit. Appellants' Reply Brief was filed on the 17th day of May, The issues formulated for the respondents adequately cover those formulated for the appellants, and therefore suffice for the determination of this appeal; issues one and five will be taken together because they are related. Issues One And Five: 1. Whether there was a valid amended Bye Laws of the FCDA Staff Multi-Purpose Co-operative Society upon which the learned trial Judge could interpret, and if the answer is no, whether the learned trial judge was right in interpreting Articles 13 and 14 of the only valid Bye-Law of the FCDA Staff Multipurpose Co-operative Society which was the subject matter of this suit. 5. Whether from the circumstances of this case the learned trial Judge was right in holding that the act of the 10th Defendant was the fulcrum of this Suit and whether the learned trial Judge was right in holding that Section 44 of the Co-operative Society Act does not apply to this Suit. It is submitted for the appellants on issue one that the 1st respondent at trial attached an unsigned and undated

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15 Bye-law of the 1st appellant to the Originating Summons filed, the consequence of which is that there is no reasonable cause of action. That notwithstanding the fact that the Bye-law, Exhibit COOP4 was unsigned and undated, the trial Court proceeded to give effect to the provisions of Articles 13 and 14 therein; learned counsel referred this Court to GARUBA V KWARA INVESTMENT CO. LTD & ORS (2005) 13 WRN 1, OMEGA BANK OF NIG. PLC V O.B.C. LTD (2006) 4 WRN 1. It is submitted in response that the issue of whether a Byelaw of a cooperative society has been amended or not is bound by Section 14 of the Cooperative Societies Act Cap 488 LFN; that the suit was instituted for the interpretation of Articles 13 and 14 of the said Bye-laws only, and the appellants did not deny the existence of the bye law; learned counsel referred this Court to EMENIKE V PDP (2012) 5 NWLR part 1294 page 555. That the appellants did not in their preliminary objection during trial challenge the Bye-laws on non-existence, but only contended that it was not signed; and that the appellants having not complied With the requirement of Cooperative Societies Act on amendment of Bye-laws 9

16 means the said Bye-laws are invalid and useless. That even if there was an amendment to the Bye-laws, the appellants failed to produce the amended Bye-laws when asked to do so by the trial Court; learned counsel referred the Court to AIYETORO COMM TRADING CO. LTD V N.A.C.B LTD (2003) 12 NWLR part 834 page 346 and ALHAJI OTARU & SONS LTD V IDRIS (1999) 6 NWLR part 606 page 330. Learned counsel also submitted that the trial Court is bound to pronounce on the issues submitted to it for determination; the subject matter of the suit before it being the interpretation of the Bye-laws, and in the absence of any other valid Bye-law the trial Court had to give effect to the subject matter of the suit before it; and that in any event the trial Court is bound to take judicial notice of the Bye-laws and request to be availed of a copy for interpretation. It is submitted for the appellants on issue five that the 1st to 9th appellants did not explore and exhaust the internal mechanisms, particularly with regard to Section 44 of the Cooperative Societies Act before instituting this action; and also that the jurisdiction of the trial Court was ousted as a 10

17 result of the non-compliance with the provisions of Section 44 of the Act. That the crisis of financial irregularities, misappropriation, embezzlement of funds and land racketeering led to the composition of the caretaker committee, which later became the executive committee of the 1st appellant, and the trial Court failed to appreciate that fact. Learned counsel further submitted that the dispute that led to the institution of the suit by the 1st respondent directly touched on the business of the 1st appellant and its members, including the 2nd respondent, who is supposed to act as an arbitrator in such instances. That a dispute that touches on the business of the 1st appellant and its members can only be resolved in accordance with the provisions of Section 44 of the Act, before the Court is approached; and where that procedure is not followed, then the jurisdiction of the Court is ousted. That also where a condition precedent is not complied with before the institution of a suit, the competence of the suit filed is called to question and the jurisdiction of the Court where the suit is filed will invariably be affected; 11

18 learned counsel referred this Court to MADUKOLU V NKEMDILIM (2001) 46 WRN page 1. In response, it is submitted that in resolving this issue, recourse must be had to the Originating Summons, because the affidavit in support states that the operation of the staff multipurpose society is governed by the Bye-laws of the society. That paragraphs 15 and 16 of the affidavit in support of the Originating Summons states that the registrar acting on the letter from the anti-corruption unit of the FCDA dissolved the elected executive committee and appointed a caretaker committee to run the affairs of the cooperative for three months. Learned counsel submitted that these acts were not contemplated by the Cooperative Society Act, i.e. Section 44 because it essentially meant the registrar who is at the centre of it all will have the dispute referred to him, thus becoming a judge and jury in his own case. RESOLUTION: Where a document which ought to be signed is not signed, for whatever reason, then the very essence of the document is now questionable, because its authenticity is in serious doubt; it is like a man without a face, only worse; and 12

19 for that reason, the ambiguity created as a result will be construed against the maker or whoever sought to present it; see GARUBA VS. KWARA INVESTMENT CO. LTD. (2005) (PT. 917) 469, AIKI VS. IDOWU (2006) 9 NWLR (PT. 984) 47 and ZEMI VS. GEIDAM (2004) ALL FWLR (PT. 237) 457. Exhibit COOP4 was clearly not signed, even by admission of the respondents' counsel, but nonetheless learned counsel valiantly argued that regardless of that state of affairs, the fact that the appellants did not deny the existence of the bye-laws in their preliminary objection before the trial Court means the law exists. The questions that readily come to mind are who attached the unsigned and undated document to the Originating Summons? And why did they attach it, if there is a valid law in existence? I make bold to say that the trial Court is expected to act on what was presented before it and not whimsically assume that there ought to be a valid law somewhere because a judge is not supposed to base his findings on speculation, he simply cannot act outside the evidence adduced before him or make a case for any parties before him when the 13

20 parties themselves fail to make the case for themselves; see AUDU v. INEC (No. 2) (2010) 13 NWLR (Pt. 1212) 456 and ALSO ABUBAKAR V. YAR'ADUA (2009) ALL FWLR (PT. 457) 1, where the Supreme Court held: A Court of law can only pronounce judgment in the light of evidence presented and proved before it. A Court of law cannot go outside the evidence presented and proved before it by embarking on a voyage of discovery in search of other evidence in favour of the parties... There is neither need nor necessity for a Court to set up for parties a case different from the one set up by the parties themselves in the pleadings and their evidence, it is not the duty of the Court to fish around for evidence. The type of evidence a Court can act on is the evidence which was canvassed in Court, no more. A Judge cannot simply act on what he discovered on an issue, especially when that was not supported or brought to the notice of the parties to be agitated in the usual adversarial procedure, in the guise of taking judicial notice, as contended by learned counsel for the respondents in this case; 14

21 see OHWOVORIOLE VS. FRN (2003) FWLR (pt.141) 2019; ONIAH VS ONYIA (1989) NWLR (pt. 99) 514. The position of the law is trite and tested that an unsigned and undated Judgment is null and void and of no effect whatsoever, it is as simple as that, the Court has no more interest in the matter than the parties, and if the parties choose to rely on an invalid document, the trial Court is expected simply to disregard it or reject it for what it is or isn't; See: AWONIYI V. ALESHINLOYE (1998) 9 NWLR PT It is submitted for the respondent also that the appellants raised the issue of amendment of the Bye-laws, yet failed to make available a copy of the amendment to the Court, even after they were directed to do so, as such the trial Court was right to proceed to interpret what was available before it. I fail to see the logic or common sense in the argument of learned counsel to the respondents in this regard, because once the trial Court noticed the Bye-laws to be unsigned and undated, there simply is no point in proceeding to interpret it, for whatever reason, because to all intents and purpose it is void law, and proceeding to interpret it is an exercise in futility.

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23 On the other hand, the failure of the appellants to make available the amended Bye-law, if it exists, does not preclude the trial Court from taking judicial notice of the said legislation, in line with the provisions of Section 122 (2) of the Evidence Act, 2011; it is trite law that any Court could take notice of all laws or enactments and subsidiary legislation made in any part of Nigeria, See AMATA VS. OMOFUWA (1997) 2 NWLR PART 485 PAGE 93 and UBN PLC VS. SCPOK NIG LTD (1998) 12 NWLR PART 578 PAGE 439. In FASAKIN FOODS NIG. LTD VS. SHOSANYA (2006) 10 NWLR PART 987 PAGE 126 AT 167, the Supreme Court held that: "By virtue of Section 274 (4) of the 1979 Constitution "existing law" means any law and includes any rule of law or any enactment or instrument whatsoever which is in force immediately before the date when the section came into force or passed or made before that date came into force after that date." Section 44 of the Cooperative Societies Act Cap 488 Laws of the Federation, Federal Capital Territory Act 2007, Section 44 required that the internal dispute resolution mechanisms be explored before an action is instituted, the 1st to 9th respondents raised the issue of the 16

24 failure of the 1st respondent to explore the mechanism in their counter affidavit, see pages 136 to 140 of the record of appeal; this fact was further raised in the preliminary objection, see pages 213 to 227 of the record of appeal. The response of the trial Court to these facts is to the effect that the issues raised did not touch on the business of the 1st defendant, but rather the interpretation of the Bye-law governing the affairs of the 10th defendant, and that the dispute envisaged by Section 44 only relates to members and persons claiming through the members etc. This holding fails to appreciate the fact of the matter that the basis of the selection of the care taker committee of the 1st appellant was indeed the disputes amply stated in the 1st to 9th appellants' counter affidavit, and these disputes clearly touched directly on the business of the 1st appellant, as it affected its members, including the 2nd respondent, who is empowered to appoint an arbitrator. The internal dispute resolution mechanism provided in Section 44 ought to have been explored, regardless of the fear expressed by learned counsel to the respondents 17

25 that the registrar will by doing so be a judge and jury in the case. In any event, the fear expressed by learned counsel for the respondents is unfounded because at the end of the day decisions of the arbitrator, can be challenged in Court if need be, and the clear intention of the law in Section 44 of the Act is that the registrar plays a role in resolution of disputes among members, this has always been the position of this Court in this regard; see GBENGA BODUNDE & ANOR V STAFF COOPERATIVE INVESTMENT & CREDIT SOCIETY LTD & ANOR (2013) 16 WRN 157. It is for these reasons that issues one and five are resolved in favour of the appellants, against the respondents. Issue Two: Whether having declared that the setting up of a Caretaker Committee to run the affairs of FGDA Staff- Multipurpose Co-operative Society was a violation of the rights of members who indicated interest to contest the elections into the Executive Committee of the 1st Defendant not 1st Appellant the trial Court was right in making the consequential order. It is submitted for the appellants on this issue that the legislation that established and guides the 18

26 affairs of the 1st appellant did not confer on the registrar the power to conduct elections into the offices of the 1st appellant; learned counsel referred this Court to BUHARI V INEC (2009) 7 WRN 1, BASINCO MOTORS LTD V WOERMANN-LINE (2010) 10 WRN 1 and THE TOURIST CO. OF NIG. PLC & ORS V MAESK NIG. PLC & ANOR (2001) 31 WRN 26. That the trial Court was wrong to have directed the registrar of cooperatives to conduct an election into the offices of the 1st appellant; it ought to have interpreted the laws as they are and not read into it functions not provided. In response, it is submitted for the respondents that a Court has the inherent powers to make consequential orders upon coming to a decision in a suit, even where the plaintiff did not pray for such orders; learned counsel referred this Court to ISHOLA V FOLORUNSHO (2010) 13 NWLR part 1210 page 169. That the appellants having failed to produce a copy of the amended Bye-laws nothing stops the trial Court from proceeding to interpret the only valid Bye-law available at its disposal, especially as the appellants are the custodians of 19

27 the said bye laws, learned counsel referred this Court to UBA V ETIABA (2010) 10 NWLR part 1202 page 343. RESOLUTION: Relief 4 of the 1st respondent at page 2 of the record of appeal is for: "An order of the Honourable Court directing the registrar of cooperative to immediately conduct elections into the executive council of the FCDA Staff Multi-purpose Cooperative Society in accordance with the Bye-laws." And the trial Court at page 326 of the record of appeal ordered as follows: "The registrar of cooperatives (10th defendant) is hereby ordered to immediately conduct elections into the executive committee of the 1st defendant in accordance with the law." Unfortunately there does not appear any provision in 28 sections of the said law, which guides the affairs and conduct of the 1st appellant conferring on the registrar of cooperatives, i.e. the 2nd respondent, the power to conduct an election into the offices of the 1st appellant, see pages 169 to 189 of the record of appeal even the unsigned Byelaws attached to the originating summons did not empower the 2nd respondent to conduct elections to the offices of the 1st appellant, see pages 11 to 22 of the record of appeal. 20

28 Now that being so, the trial Court cannot read into the laws that which does not exist, because the role of the Court is simply to interpret the laws and not to make them, see THOMAS & ORS V OLUFOSOYE (1986) LPELR SC and RABIU V KANO STATE (1980) It is therefore wrong in the circumstances to confer on the 2nd respondent the power to conduct an election into the offices of the 1st appellant, in the absence of any provision conferring such powers. Learned counsel to the respondent contended that the trial Court had to make a consequential order to avoid a vacuum in the administration of the cooperative society. It is very important to point out at this juncture that the purpose of a consequential order is to give effect to the decision or judgment of the Court, but not to grant an entirely new relief which was not contested by the parties at the trial and which does not especially tally with the original reliefs claimed in the suit; see AWONIYI V. REG TRUSTEES OF AMORC (2000) 10 NWLR (PT. 676) 522. It is not within the province of the trial Court to grant a relief 21

29 not sought, or contemplated by the parties, under the guise of a consequential order; especially as a consequential order is not merely incidental to a decision but one that necessarily flows directly from, and consequent upon it. Indeed a consequential order gives effect to the judgment already given, it does not grant a fresh relief, and can only relate to matters adjudicated upon; see AKINBOBOLA V. PLISSON FISKO NIGERIA LTD. & ORS (1991) 1 NWLR 270, 288. It is for these reasons that this issue is resolved in favour of the appellant, against the respondent. Issue Three: Whether the Appellant as 1st - 9th Defendants at the trial Court filed along with the computer generated disc a certificate in compliance with the provisions of Section 84(4) of the Evidence Act 2011 to warrant the learned trial Judge admit and give effect to the computer generated disc. It is submitted for the appellants that the disc attached to the 1st to 9th appellants' counter affidavit at paragraph 39 is a documentary evidence, by reason of Section 84(1), (2) (a) of the Evidence Act, 2011, as such the trial Court ought to attach weight and place probative value on it rather reject 22

30 same, learned counsel referred this Court to TITANLAYE v DAVID (2013) 16 WRN 14 page 144. It is submitted for the respondents in response that even though the Evidence Act provides for admissibility of computer evidence at any trial, it specifies how such computer generated evidence is to be presented before it can be admissible; learned counsel referred this Court to Section 84 (4) of the Evidence Act. That the 1st to 9th appellants did not comply with this requirement, as they simply front loaded the disc, as such it amounts to nothing more than a film show, and the trial Court was right in rejecting it. RESOLUTION: The 1st to 9th appellants at the trial, particularly at paragraph 39 of the counter affidavit to the Originating Summons stated that the care taker committee of the 1st appellant consisting of the 2nd to 9th appellants were adopted as full executive members of the 1st appellant, as per page 132 of the record of appeal, and that resolution was recorded in an electronic disc marked Exhibit L, attached to the said counter-affidavit. 23

31 In rejecting this exhibit, the trial Court stated thus, at page 323 of the record of appeal: The reaction of the 1st to 9th defendants in paragraph 39 or their counter affidavit in this regard is that the appointed caretaker committee members were adopted in a general meeting of November, 2013 as executive members. They attached a disc which is a purported recording if the meeting. I am not interested in film shows contained in a disc. What the Court is interested in is the resolutions and minutes of the said meeting. Even if they are available members of the executive committee of the 1st defendant is not by adoption in a general meeting but by election..." The provisions of Section 84 of the Evidence Act, 2011, govern the admissibility of discs produced from computers as in this case, subject to the satisfaction of the conditions mentioned in the Subsection (2); see DICKSON V SYLVIA & ORS (2016) LPELR SC. Section 84(2) provides for the conditions to be satisfied in relation to the statement and computer from which the documents sought to be admitted were produced; therefore, a party seeking to tender in evidence a computer generated document does not merely tender same, evidence in 24

32 relation to the use of the computer must be called to establish the conditions set out under this subsection of the Evidence Act. But having said that the record did not indicate whether this conditions were met or not, as a matter of fact the reasons given for rejecting the disc as stated in page 323 to 326 of the record of appeal, the relevant parts of which I have quoted hereinabove are that the trial Court was more interested in '...resolutions and minutes of the said meeting...' and not merely a disc which the trial Court saw as nothing more than a 'film show'; that in the considered opinion of this Court is not reason enough to reject the disc, Exhibit 'L'. If the exhibit did not fulfill the requirements of Section 84(2), and for that reason the Court rejected it, it should say so because undoubtedly, a Court of law is always expected to give sound reasoning in support of its decision; see AGHAEGBUNAM ILOABACHIE & ORS V ANOSIKE ILOABACHIE (2005) LPELR CA. It is trite law that the decision of a Court must not be arbitrary, but anchored on sound reasoning and conclusion. A judgment of a Court must therefore as of necessity give a 25

33 full and dispassionate consideration of the issues properly raised before it; see AGBANELO V. UBN LTD (2000) 7 NWLR (PT. 666) P. 534 AT 537. Reasons ought to be given for every judicial decision, Courts cannot act on what appears to be a whim and giving reasons for decisions also enable the determination on appeal of whether the decision was merely whimsical or arbitrary and whether it is consistent with established applicable principles of law. This clearly is not a case of a trial Court giving wrong reasons but arriving at a right decision, in which case this Court would have been reluctant to interfere, see AFROCATS NIG. CO LTD & ANOR V SKYE BANK & ANOR (2017) LPELR CA; but the rejection of Exhibit L for the reasons advanced by the trial Court is to say the least erroneous, and the consequence is the wrong conclusion arrived at, for reasons of which this Court will be right to interfere. Accordingly this issue is resolved in favour of the appellants, against the respondents. Issue Four: Whether this suit had anything to do with the statutory functions of any Anti-corruption agencies in Nigeria 26

34 upon which the learned trial Judge would appreciate and give effect to. It is submitted for the appellants on this issue that the trial Court chose to ignore the evidence of corrupt practices presented, which red to the establishment of the caretaker committee, after the expiration of the tenure of the 1st respondent as the president of the 1st appellant, and instead ended up with findings that were perverse; learned counsel referred the Court to UKA V IROLO (2002) 35 WRN page 1. That the trial Court did not properly evaluate the evidence placed before it and occasioned a miscarriage of justice as a result. In response, it is submitted for the respondent that the cooperative society derives its membership from the staff of the FCDA, as such it is not a public office, and certainly not under the supervision of any anti corruption agency, especially as anti corruption agencies do not interpret the law, and Courts do not require the impute of such agencies in discharging their duties. That the issue before the trial Court was that of the interpretation of the Bye-laws, and for that it does not 27

35 require any impute from any anticorruption agency. RESOLUTION: The suit at the trial Court was instituted by the 1st respondent, as the plaintiff for the interpretation of the provisions of the FCDA Staff Multipurpose Cooperative Society and contrary to the contention of learned counsel to the appellants, the trial Court had no business with "...the wave of corrupt practices in the federal republic of Nigeria...", because the trial Court was not conducting a criminal trial of anyone, as far as the suit before it is concerned. That being so, it does not matter whether there was "overwhelming evidence as to what actually led to the establishment of a care taker committee..."; and that clearly informed the finding of the trial Court that: "...I have also gone through the statements made at the police station and the documents related to acres of land purchased. The matter is in Court. That Court should be allowed to conclude its trial and deliver judgment. Every accused person in our Constitution is presumed innocent until proven guilty. I have not been invited by this suit to dabble into the reasons for the appointment of the caretaker committee; what this suit 28

36 invites me to do is to interpret Articles 13 and 14 of the 1st defendant's Bye-laws and determine whether the appointment of the caretaker committee is in accordance with the 1st defendant's Byelaw." The trial Court did not make any comments on the record regarding the duties or FUNCTIONS OF THE EFCC OF ANY ANTI corruption agency to warrant being accused of undermining such institutions in that regard, it is clear that the trial Court was focused on the suit before it and nothing more. The trial Court made it clear that it had no business with any other trial going on, all it did was point out if there was one, the Court handling the matter should be allowed to proceed without interference, and no one can fault the trial Court for that in the circumstances; this is more so as the suit before the trial Court had nothing to do with the statutory functions of the EFCC or any other anti corruption agency for that matter. Now having said that, it is important not to have any illusions about the powers and functions of the EFCC for the avoidance of doubt Section 7(1) (a) and (b) of the EFCC Act, provides that: 29

37 "The commission has powers to- (a) Cause investigations to be conducted as to whether any person, corporate body or organization has committed an offence under this act or other law relating to Economic and Financial Grimes Commission: (b) cause investigations to be conducted into properties of any person. if it appears to the commission that the person's lifestyle and extent of the properties are not justified by his source of income.'' Clearly the powers of the EFCC to investigate, and indeed prosecute crimes is not restricted to government agencies, public officers or civil servants, as it appears to be suggested, it extends to corporate bodies and organizations, where they offend the law; and for the avoidance of any doubt, the trial Court did not anywhere, in the whole length and breadth of the judgment seek to undermine or curtail the powers or functions of the EFCC as contended by learned counsel to the appellant. This issue is resolved in favour of the respondents, against the appellants. Issue four resolved in favour of the respondent is not the threshold issue, issues one, two, three and five are, and having resolved those issues in favour 30

38 the appellant against the respondent, the appeal succeeds, and it is allowed; judgment of the trial Court of the 20th day of October, 2014 is hereby set aside. No cost is awarded against either side. ABUBAKAR DATTI YAHAYA, J.C.A.: I have read in draft, the leading judgment of my learned brother Mustapha JCA just delivered. I agree with learned counsel for the appellant that the Bye Law interpreted by the trial Court is an undated and unsigned document. It does not have any worth as such and it was an exercise in futility when the trial Court gave it any worth, which it did not deserve. I agree therefore, that this appeal has merit and I also allow it and set aside the judgment of the trial Court. PETER OLABISI IGE, J.C.A.: I agree. 31

39 Appearances: S. Egbeyinka, Esq. For Appellant(s) E.E. Ita, Esq. For Respondent(s)