site logo
Skip to case content
Case Digest

COMPANHIA BRASIFEIRA DE INFRAESTRUTURA (INFAZ) V. COBEC (2018)

Supreme Court of Nigeria

Coram
  • Olukayode Ariwoola JSC
  • Kumai Bayang Aka’ahs JSC
  • Amina Adamu Augie JSC
  • Paul Adamu Galinje JSC
  • Sidi Dauda Bage JSC
Parties

Appellant:

  • Companhia Brasifeira de Infraestrutura (INFAZ)

Respondent:

  • Cobec (Nigeria) Limited
Suit number
SC. 139/2005
Delivered on

Background

The case revolves around a winding-up petition filed by Companhia Brasifeira de Infraestrutura (INFAZ), a Brazilian company, against Cobec (Nigeria) Limited. The petitioner sought to wind up the respondent due to deteriorating relations, claiming to be a creditor and contributory. However, the respondent contested this, arguing that the petitioner lacked the necessary legal identity to file such a petition in Nigeria.

Issues

Two critical issues emerged for determination:

  1. Whether the Court of Appeal was correct in ruling that the petitioner was required to comply with the provisions of section 31 of the Companies and Allied Matters Act (CAMA).
  2. Whether the Court could classify the appellant as a contributing shareholder of the respondent.

Facts

The petitioner changed its name in Brazil and filed a winding-up petition at the Federal High Court in Nigeria. They sought an advertisement of the petition as per the Company Winding Up Rules, 1983. The respondent opposed it, asserting that the petitioner was neither a creditor nor a contributory, insisting that it was not a party to the joint venture agreement and thus did not qualify under section 401 of CAMA, 1990.

The trial court ruled against the petitioner, claiming it was an unknown legal entity in Nigeria, and subsequently struck out the winding-up petition. The decision was contested and was later upheld by the Court of Appeal, maintaining that the petitioner did not comply with Nigerian law regarding the change of name.

Ratio Decidendi

The Supreme Court determined that:

  1. Evidence of a foreign company’s compliance with the laws of its incorporation is critical for establishing its legal personality in Nigeria.
  2. The petitioner could proceed with the winding-up petition based on the legal findings from both the trial and appellate courts.

Court Findings

The Supreme Court found that:

  1. The lower courts erred in their assumption that the petitioner had not complied with Brazilian law regarding the change of name. Exhibits presented affirmed the name change was lawful.
  2. Based on the presumption under section 149 of the Evidence Act, documents presented were deemed authentic, establishing that INFAZ and COBEC are effectively the same entity.
  3. Since the respondent failed to cross-appeal against key findings from the lower court, those findings were deemed correct and enforced.

Conclusion

The Supreme Court allowed the appeal, emphasizing the importance of legal personality and statutory compliance for foreign corporations operating in Nigeria. The petition was remitted for further proceedings, underscoring the legal standing of the petitioner to institute winding-up proceedings.

Significance

This case is significant as it clarifies the legal framework governing the standing of foreign companies in Nigerian winding-up proceedings. It underscores the necessity for foreign companies to adhere to both their home country’s laws and Nigerian law to litigate effectively within Nigeria.

Counsel:

  • A.B. Kasunmu, Esq. - for the Appellant
  • A. Salawu, Esq. - for the Respondent