CASE DIGEST: COPORATE LAW; PRE-INCORPORATION CONTRACTS: CAPACITY TO CONTRACT: AN UNINCOPORATED ASSOCIATION HAS CAPACITY TO ENTER INTO CONTRACT THROUGH ITS MEMBERS

REV. DR. (MRS.) NKECHI ANAYO-ILOPUTAIFE; REV. FIDEL ADUAYE ODIETE (for themselves and on behalf of all other Members of Faith Revival Ministries otherwise known as Victory Christian Centre or Faith Revival Ministries World Outreach); THE INCORPORATED TRUSTEES OF FAITH REVIVAL MINISTRIES v. NASCO ESTATE CO. LTD.; MOTOR TYRES SERVICES COMPANY.

COURT OF APPEAL (NIGERIA)
(LAGOS DIVISION)

(OGBUINYA; BAYERO; BANJOKO, JJ.CA)

Sometimes in 1978, the Federal Government of Nigeria leased a large expanse of land, situate and lying along Lagos-Badagry Express Road, Lagos, to Nasco Estate Co. Ltd (1st Respondent) under certain terms and conditions on its usage. The 1st Respondent subsequently subleased part of the same land to Motor Tyres Services Company (2nd Respondent) under the same conditions in the head lease. In 1993, the 2nd Respondent assigned the residue of its interest in the same land portion to The Incorporated Trustees of Faith Revival Ministries’ (3rd Appellant) trustees under certain conditions. It is the case of the 1st Respondent that in the Appellants unlawfully entered the land in dispute, built buildings thereon and started using it for religious purpose contrary to the user covenant in the head lease. Sequel to that, the 1st Respondent approached the High Court of Lagos State (lower Court), seeking for a declaration that the Appellants have no right title or interest in the land in dispute, among other orders. The Appellants in response stated that the 1st Respondent consented to the assignment of and that the land in dispute is not being used for religious purposes. Also, they raised the defence of laches, acquiescence, waiver and estoppel against the suit, and consequently counter-claimed. Upon the conclusion of trial, the lower Court in a considered judgment, granted the 1st Respondent’s claim.

Dissatisfied with the decision of the lower Court, the Appellants appealed to the Court of Appeal. One of the issues for determination is Whether the learned trial Judge at the Court below was justified in holding that the 3rd Appellant lacked the capacity to enter the Deed of Assignment dated 12th August 1993.