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Monday 29 October 2012

WRITTEN ADVOCACY IN COURT OF LAW - Professor Ndi Okereke-Onyuike v. Security and Exchange Commission & Anor.



Success in advocacy in court in this computer age tilts  more to the the quality of a written address or brief of argument than to oral advocacy. This is without prejudice to the art of  cross-examination which is also a subject under  advocacy in court.

I have reproduced below for the purpose of promoting  legal education on written advocacy, the Written Address done/prepared by me when I was with Wole Olanipekun & Co,Ikoyi,Lagos,Nigeria in the case of  PROFESSOR NDI OKEREKE-ONYUIKE  v. SECURITY AND EXCHANGE COMMISSION & ANOR.


IN THE FEDERAL HIGH COURT
HOLDEN AT LAGOS

SUIT NO: FHC/L/CS/963/10

BETWEEN:

PROFESSOR NDI OKEREKE-ONYUIKE  …     PLAINTIFF

AND

SECURITIES AND EXCHANGE COMMISSION      …     DEFENDANT

WRITTEN ADDRESS IN SUPPORT OF ORIGINATING SUMMONS DATED 6TH AUGUST, 2010


1.0          INTRODUCTION
1.1          This written address is in support of the plaintiff’s originating summons dated 6th August, 2010 filed on the same date wherein the Plaintiff is seeking the determination of eight (8) questions appearing on the originating summons and thereafter seeks eight (8) reliefs.

1.2  The Originating Summons is supported by a fifty (50) paragraphed affidavit deposed to by Professor Ndi Okereke-Onyinke, the Plaintiff herein. Attached to the affidavit are thirteen (13) exhibits  identified  to wit:
a.       Letter of appointment of the  Plaintiff by the Nigerian Stock Exchange dated 4th January,1983 – Exhibit 1
b.      Letter of the confirmation of the appointment of the  Plaintiff by the  Nigerian Stock Exchange  of  7th March ,1984  – Exhibit 2
c.       Letter of review of the  salary of the plaintiff by the  Nigerian Stock Exchange dated   24th February,2005 – Exhibit 3
d.      Notice of allegation from  the Defendant to the Plaintiff  of 28th July, 2010 – Exhibit 4
e.       The Plaintiff’s written representation to the Defendant in response to Exhibit 4  – Exhibit 5
f.        Letter from the Defendant directing the Nigerian Stock Exchange  to  remove  the Plaintiff from office dated 4th August ,2010 – Exhibit 6
g.       Notice of removal of the Plaintiff  by the Defendant dated  5th August ,2010 – Exhibit 7
h.      The Punch Newspaper of 5th  August,2010 – Exhibit 8
i.        The Nation Newspaper of 5th  August,2010 – Exhibit 9
j.        Thisday Newspaper of 5th  August,2010  – Exhibit 10
k.      The Guardian Newspaper of 5th  August,2010  – Exhibit 11
l.        The Enrolled Order of  the Federal High Court   – Exhibit 12
m.    Letter of retirement of the Plaintiff to the Nigerian Stock Exchange  dated 16TH July,2010 – Exhibit 13

1.3    Likewise, the Plaintiff also filed a 5 paragraph affidavit of urgency deposed to by one Ayo Adesanmi, Esq. We humbly rely on all the paragraphs of the two supporting affidavits and exhibits attached thereto, in urging this Honourable Court to grant all the reliefs sought in the originating summons.


2.0          STATEMENT OF FACTS
2.1          The facts of this suit as evident from the affidavits in support of this originating summons and the thirteen exhibits attached thereto are as summarized hereafter.

2.2          The Plaintiff began her career in the Nigerian Stock Exchange in 1983 by virtue of Exhibit 1, her letter of employment as the Manager (Research) dated 4th January, 1983. The said “Exhibit 1” contains the terms of the plaintiff’s contract of employment inter alia the mode of termination of the Plaintiff’s employment  captured hereunder :
“Your employment may be terminated by either side giving to the other 3 months notice in writing or pay in lieu thereof during the period prior to confirmation of employment or 3 months salary in lieu of notice thereafter.”

2.3  Three months thereafter, the Plaintiff’s employment was confirmed by her employer, the Nigerian Stock Exchange (hereinafter referred to as ‘NSE’) via ‘Exhibit 2’ (letter of confirmation dated 7th March, 1984). After seventeen years of service without blemish at and with the NSE, the Plaintiff became the Director-General and Chief Executive Officer of NSE in the year 2000. As a consequence of the Plaintiff’s meritorious service, in the year 2005, the Council of NSE (and not the Defendant) reviewed the salary and fringe benefits of the Plaintiff. This was communicated to the Plaintiff via “Exhibit 3” (Letter of review of the  salary of the Plaintiff by the  Nigerian Stock Exchange dated   24th February,2005) signed by the then President/Chairman of the Council, Dr. Raymond C. Obieri

2.4          Surprisingly and quite unexpectedly, on the 28th of July, 2010 the Plaintiff received “Exhibit 4” (letter from the Director General of SEC containing some unverified allegationsagainst the NSE as a corporate entity. Attached to Exhibit 4 was a petition by one Alhaji Aliko Dangote. pertinently, the Defendant stated in the said ‘Exhibit 4’ thus:
“We have been unable to determine the veracity of these allegations”

2.5     In response to ‘Exhibit 4’, (the letter from the Director General of SEC containing some unverified allegations) the Plaintiff made a (written representation) “Exhibit 5” where the Plaintiff rebutted and showed to be false all the allegations contained in ‘Exhibit 4’.The Defendant, instead of investigating the allegations and the rebuttals respectively and make its findings thereof, caused ‘Exhibit 6’ (Letter from the Defendant directing the Nigerian Stock Exchange  to  remove  the Plaintiff from office titled: “Notice of Removal of the Director-General of the Nigerian Stock Exchange”, dated 4th August ,2010) to be dumped at the NSE office on the 4th of August, 2010. The Defendant levied three allegations against the Plaintiff in ‘Exhibit 6’ and directed the NSE to remove the Plaintiff from office without affording her opportunity of being heard on these unverified and unproven allegations.

2.6          The Defendant, unable to disguise its intentions to hurriedly remove the Plaintiff from office, could not wait for the NSE to carry out and/or consider its directive. Less than 24 hours after its letter of 4th August, 2010, the Defendant purported to fire the plaintiff (who it did not hire) from office on the 5th August ,2010 through/via “Exhibit 7” (Notice of removal of the Plaintiff  by the Defendant dated  5th August, 2010)  and upon the same grounds in “Exhibit 6”, without an opportunity of being heard given to the Plaintiff. The Defendant  caused the Plaintiff’s removal to be made public in the electronic media on the 4th August, 2010 and most national dailies before ‘Exhibit 7’ was dumped with  the Plaintiff.

2.7    The Defendant however made reference to “Exhibit 5” in ‘Exhibit 7’, but did/could not state the particulars of the alleged three failures of the Plaintiff in ‘Exhibit 7’ to wit:
                                i.          Failed to comply with the Securities and Exchange Commission’s directive to provide satisfactory documentation in rebuttal of allegations that the Exchange has been carrying out its duties in a manner that is detrimental to the interest of its beneficiaries and creditors;
                              ii.          Failed to comply with the Commission’s directive to provide adequate documentation in rebuttal of allegations that the Exchange is in a precarious financial situation; and

                           iii.          Failed to satisfy the Commission that the Exchange continues to be subject to the effective supervisory oversight of the Council, and in particular has failed to satisfactorily rebut the allegation that the Council has not held a meeting since March 12, 2010.

2.8          The Plaintiff’s epilogue to this drama of absurdity as stated in “Exhibit 7” is that the removal of the plaintiff was done “in pursuance of the commission’s power under Sections 13, 35, 48, 49 and 308 of the Investment and Securities Act 2007”.

3.0          ISSUES FOR DETERMINATION
3.1          We humbly submit that the issues which call for determination in this suit are as captured by or subsumed in the eight (8) questions for determination endorsed on the Plaintiff’s Originating Summons as follows:

1.      Upon a careful construction and interpretation of sections 35(4) and 308 of the Investments and Securities Act CAP I24 Laws of the Federation, 2007 and all other relevant provisions of the same Act, whether or not the defendant can lawfully terminate the appointment of the plaintiff who was/is neither an employee of the defendant nor appointed by it.

2.      Assuming (without conceding) that the defendant has any power to terminate or dispense with the appointment of the plaintiff under the Investments and Securities Act CAP I24 Laws of the Federation of Nigeria, 2007, whether the purported removal from office of the plaintiff by the defendant vide its letters Ref. No. SEC/DG/08/03 of 4 August, 2010 and Ref. No. SEC/DG/08/04 of 5 August, 2010 respectively titled: NOTICE OF REMOVAL OF THE DIRECTOR-GENERAL OF THE NIGERIAN STOCK EXCHANGE and YOUR REMOVAL FROM THE OFFICE OF DIRECTOR-GENERAL OF THE NIGERIAN STOCK EXCHANGE complied with the clear provisions of Section 308(1) (2) of the same Act.

3.      Further assuming without conceding that the defendant has any power to terminate the appointment of the plaintiff who was/is an employee/appointee of the Nigerian Stock Exchange, whether:
                                i.            Defendant’s letter of July 28, 2010 addressed to the plaintiff and titled: THE ALLEGATIONS REGARDING THE FINANCIAL HEALTH OF THE EXCHANGE complied with the clear provision of Section 35(4) of the Investments and Securities Act CAP. I24 Laws of the Federation of Nigeria, 2007.

                              ii.            The said letter of the defendant dated July 28, 2010 was ever addressed to the plaintiff as an “Executive Officer” making specific allegations against her in her capacity as such an “Executive Officer”.

4.      Assuming further (without conceding) that the defendant has any power or authority to terminate the appointment of the plaintiff who was/is an employee/appointee of the Nigerian Stock Exchange, whether the defendant in purporting to remove the plaintiff from office by the combined effect of its letters of 4 August, 2010 and 5 August, 2010, respectively titled: NOTICE OF REMOVAL OF THE DIRECTOR-GENERAL OF THE NIGERIAN STOCK EXCHANGE and YOUR REMOVAL FROM THE OFFICE OF DIRECTOR-GENERAL OF THE NIGERIAN STOCK EXCHANGE compiled with the mandatory conditions precedent stipulated under Section 35(5) of the Investments and Securities Act CAP I24 Laws of the Federation of Nigeria, 2007.

5.      Did the defendant comply with the mandatory provisions of Sections 47, 48 and 49 of the Investments and Securities Act CAP I24 Laws of the Federation of Nigeria, 2007 before purportedly removing the plaintiff from office as the Director-General of the Nigerian Stock Exchange?

6.      Whether or not the purported removal of the plaintiff from office as the Director-General of the Nigerian Stock Exchange by the defendant was/is not predicated on bad faith.

7.  Upon a clear construction of the plaintiff’s letter of appointment by the Nigerian Stock Exchange dated January 4, 1983 and any purported power of the defendant under the Investments and Securities Act 2007, whether the defendant can remove the plaintiff whose contract of employment, including her mode of termination of appointment is embodied in a written document.

8. Upon a careful consideration/interpretation of the defendant’s letters of July 28, 2010, 4 August, 2010 and 5 August, 2010, with the clear and mandatory provision of Section 36(1) of the Constitution of the Federal Republic of Nigeria, 1999 and Article 7 of the African Charter on Human and People’s Rights  CAP A9 Laws of the Federation of Nigeria, 2004 whether the defendant has not violated and breached the plaintiff’s right to fair hearing in its purported removal of the plaintiff from office as the Director-General of the Nigerian Stock Exchange.

3.2        Plaintiff intends to adopt these eight questions for determination and argue them as the issues for determination. It must nevertheless be stated that some of the issues perceptible from the eight questions are mutual and interconnected. Accordingly, some of them shall be argued together in the manner hereinafter appearing.

4.0          ARGUMENT
4.1          ISSUES 1, 2, 3, 4 AND 5 ARGUED TOGETHER
4.2          SECTIONS 35(4) and (5), 308, 45, 46, 47 AND 48 OF THE INVESTMENT AND SECURITIES ACT CAP 124 LFN 2007 CONSIDERED TOGETHER
4.3          Respectfully, my Lord, we seek to invoke the interpretative jurisdiction of this Honourable Court in respect of the interpretation of SECTIONS 35(4), 308, 45, 46, 47 AND 48 OF THE INVESTMENT AND SECURITIES ACT CAP 124 LFN 2007 (hereinafter referred to as “the Act”) with the words of NNAMEKA –AGU, J.S.C. in OYEYEMI V. COMMISSIONER FOR LOCAL GOVT. (1992) 2 NWLR (226)661 at 681, PARAS. F-G on  the principles guiding the interpretation of statutes as follows:
‘‘….. every word or clause in the enactment must be read and construed not in isolation but with reference to the context and other clauses in the statute in order  as much as possible, not only to reach the proper legislative intention but also to make a consistent enactment of the whole statute.’’

4.4          Similarly, Uwais C.J.N. (as he then was) in PDP vs. INEC (1999) 11 NWLR (Pt. 626) 200 at 242 pointed to what is required to be done in interpreting the provision of a statute or constitution in the following words:
“It is settled that in interpreting the provisions of section of a statute or indeed the constitution, such provisions or sections should not be read in isolation of the other parts of the statute or constitution. In other words, the statute or constitution should be read as a whole in order to determine the intendment of the makers of the statute or constitution.”

4.5          Likewise, in Buhari v. Obasanjo (2005) 8 MJSC 1 at 200, paras. B-C, Ejiwunmi, JSC succinctly puts it thus:
“It must also be borne in mind that in construing the provisions of a section of a statute that the whole of the statute must be read in order to determine the meaning and effect of the words being interpreted.”

4.6          Also, Edozie JSC, in Rivers State Government vs. Specialist Konsult (2005) 5 MJSC 19 at 54 parasA-D aptly puts it thus:
“It is a cardinal rule of interpretation of statute that in seeking to interpret a particular section of a statute or a subsidiary legislation, one does not take the section in isolation, rather, one should approach the question of the interpretation on the footing that the section is part of a greater whole.” (Underlining ours for emphasis)

4.7          Consequently, my Lord we humbly submit that SECTIONS 35(4) and (5), 308, 45, 46, 47, 48 and 49 of the Act need to be considered jointly in order for the Honourable Court to reach the proper legislative intention of the legislature of the Act and to give a consistent interpretation to the whole of the Act, which the Defendant claimed as its statutory basis/authority for its purported removal of the Plaintiff from office in ‘Exhibits 6 and 7’.

4.8          Section 35(4) of the Act provides as follows:
“Where the Commission, after giving an executive officer of a Securities Exchange, Capital trade point or any other self regulatory organization an opportunity of being heard, is satisfied that such officer has contravened, failed or refused  to comply with the provision of this Act or any regulations made thereunder or the rules of the securities exchange, capital trade point or self regulatory organization, the Commission may suspend or remove the executive officer from office.”

4.9          Section 35(5) of the Act also provides as follows:

‘‘The Commission may, in the public interest or for the protection of investors and after giving the executive officer an opportunity of being heard, direct the securities exchange or capital trade point or any other self regulatory organization in writing to remove the executive officer and where the securities exchange or capital trade point or self regulatory organization fails to comply with the directive of the Commission under subsection (4) of this section , the Commission may suspend or remove the executive officer from office.’’

4.10      From the above provisions, it is clear that an executive officer, in this case the Plaintiff, may be suspended or removed   by the Defendant only after the sequential fulfillment of three conditions precedent to wit:
                    i.        The plaintiff must have been given an opportunity of being heard regarding any allegation against her person or contravention committed by her;

                  ii.        Thereafter the Commission must be “satisfied” that the Plaintiff has contravened, failed or refused to comply with the provisions of the Act; and

               iii.        The NSE has failed to comply with a directive of the Defendant to remove the said executive officer.

4.11      We submit with respect that there are there questions  begging for answers, they are:
                    i.                Was the plaintiff given the opportunity of being heard by the defendant of any allegation against her or any infraction committed by her?

                  ii.                Was the defendant satisfied that the Plaintiff has contravened, failed or refused to comply with the provisions of the Act?

               iii.                Did the NSE fail to comply with the directive of the Defendant that it should remove the Plaintiff?

4.12      We seek to answer these three fundamental questions respectively in our submissions submitted in paragraphs 4.13, 4.14 and 4.15 hereafter.

4.13      WAS THE PLAINTIFF GIVEN THE OPPORTUNITY OF BEING HEARD BY THE DEFENDANT?
4.13.1    We submit that the Plaintiff was never given the opportunity of being heard. In fact, before the Plaintiff could respond and/or inquire for the evidence/particulars of her alleged three failures in “Exhibit 6”; by the evening of the 4th day of August, 2010, the day “Exhibit 6” was caused to be dumped by the Defendant at the NSE office as deposed to in paragraphs 25-36 of the Affidavit of the Plaintiff, the Defendant had announced in the electronic media the purported removal of the Plaintiff from office as the Director – General of NSE.

4.13.2    We submit, with the greatest respect and on the authority of a litany of judicial decisions, that the Plaintiff was entitled to know the nature and the particulars of the evidence of her alleged failures in the possession of the defendant. It is wrong to withhold this evidence from the plaintiff that is, assuming, but not conceding that such evidence existed in the first place. On the right of the plaintiff to know the particulars of the evidence in possession of the Defendant against her Ademola CJN in Denloye vs. M&D.P.D.C (1968) NSCC (Vol 15) 260 at pages 263-264 aligned with the  holding of the Privy Council in the case of Kanda vs. Government of the Federation of Malaya (1962) AC 32 at 337 when he held that:
“If the right to be heard is to be a real right which is worth anything. It must carry with its right in the accused man to know the case which is made against him. He must know what evidence has been given and what statements have been made affecting him, and them he must be given a fair opportunity to correct or contradict them.” (Underlining our for emphasis)

4.13.3    Further to the above submissions, we with utmost respect, seek to draw the judicious attention of my Lord to paragraphs 33 -36 of the Plaintiff’s affidavit hereunder:
33. I know as a fact that:
                                                              i.    The defendant did not order any special examination or investigation of the books and affairs of the Stock Exchange before purportedly removing me from office.
                                                            ii.    The defendant did not present to me or the Stock Exchange the report of any special examination.
                                                         iii.    The Stock Exchange did not inform the defendant that it is insolvent or unable to meet its obligations.
                                                          iv.    None of the steps stipulated under the said sections 47, 48 and 49 was taken by the defendant before purportedly removing me from office.

34. I also know as a fact that the defendant has not given me any hearing relating to the violation or breach of any
                                                          i.  provision of the Investments and Securities Act
                                                        ii.  regulations made under the Act
                                                     iii.  rules of the Securities Exchange or Capital trade point.

35. I also know as a fact that the defendant did not wait for the Stock Exchange to take any action on its advice that I be removed from office as contained in Exhibit 6 before purportedly removing me from office itself in Exhibit 7.
36. I also know as a fact that no notice of my purported removal was given to the Stock Exchange and also to myself.”

4.13.4    It is our submission, therefore, that it is evident from the above paragraphs 33-36 of the Plaintiff’s affidavit that justice cannot be seen to have been done to the Plaintiff, because, no iota of evidence was ever presented to the Plaintiff for her ,to be heard on , with regard to whether:
                              i.      The NSE is insolvent or unable to meet  its obligations;
                            ii.      The steps stipulated under the  sections 47, 48 and 49 was taken by the defendant; and,
                         iii.      There was any violation or breach of any
                                              i.  provision of the Investments and  Securities Act
                                            ii.  regulations made under the Act
                                         iii.  rules of the Securities Exchange or Capital trade point.

4.13.5    We submit that all that can be seen that the Defendant has succeeded in putting forward against the Plaintiff are nothing but; bare, empty and unverified allegations. In STATE V. GWONTO (2000) FWLR (PT 30)2583AT 2601,PARAS.D-E NNAMANI,JSC reiterates our position thus:
….there is a failure of justice “if the proceedings…. fall short of the requirement not only that justice be done, but that it may be seen to be done”

4.13.6    We submit further that the only reasonable conclusion that can be derived from the above circumstances in paragraphs 33-36 of the Plaintiff’s affidavit is obviously that the Defendant was/is biased in the manner the Defendant purportedly removed the Plaintiff from office of the Director – General of NSE, without hearing her, as submitted hereinbefore. The great  Lord Denning  succinctly puts it in METROPOLITAN PROPERTIES CO. LTD. V. LANNON (1968)3ALL E.R. 304 AT 310 thus:
“Justice must be rooted in confidence: and confidence is destroyed when right-minded people go away thinking:”The Judge was biased”

4.14      WAS THE DEFENDANT SATISFIED THAT THE PLAINTIFF HAS CONTRAVENED, FAILED OR REFUSED TO COMPLY WITH THE PROVISIONS OF THE ACT?
4.14.1    It is also our submission that the defendant is restrained from exercising its power of removal either to issue a directive to NSE to remove the Plaintiff or to suo moto remove the Plaintiff under Section 35(4) and (5) of the Act until/ after it “is satisfied”   based on objective investigation which findings must be made known to the public and to the plaintiff that the Plaintiff has contravened, failed or refused to comply with the provisions of the Act. The satisfaction provided and required in the context of the Act, is a satisfaction that must be derived from an objective source, in the form of a verification exercise of the said allegations, and not a subjective source in the realm of speculation and imagination of   the Defendant .

4.14.2    The phrase/word “is satisfied” is the key word in Sections 35(4), 47(1) and 48(1) of the Act. This key word/phrase was considered in the case of Federal Poly. Mudi vs. Yusuf (1991) 1 NWLR (Pt. 165) 81 at 99, para. C, where Ndoma-Egba, JCA (as he then was) interpreted the phrase “is satisfied” also provided in Section 12(iii) of the Federal Polytechnic Decree No. 33 of 1979 as follows:
“The Council in the Decree was not intended to merely endorse the conclusions of the Investigating Committees on the termination of the respective employment of the respondents. It is expected to take its own independent decision on the report submitted to it “if satisfied” that their services should be dispensed with.”

His Lordship proceeded further to hold that:
If satisfied means, in the context of Section 12(iii) supra, that it should make up it mind before coming to a decision which it considers just on a fair balance of the report before it.” (Underlining ours for emphasis)

4.14.3    We submit that the phrase “is satisfied” used in the Act is synonymous with the phrase “if it appears” in Section 15(1) of the University of Ilorin Act interpreted by the Supreme Court in a number of cases. In Bamgboye vs. University of Ilorin (1999) 10 NWLR (Pt. 622) 290 at 353, the Supreme Court held that:
“Although it may appear to it by any other means, usually it is when the council would have received the report and recommendations of its committee that it would “appear” to it that those reasons for believing that the member of staff concerned deserved to be removed from his office or employment on the ground of misconduct.”

4.14.4    In Adekunle v. University of Port Harcourt (1991) 3 NWLR (Pt. 181)534 at 547, paras. A-E, the Court of Appeal held that:
“Now Section 17(1)(d) of Decree No. 84 of 1979 uses the phrase “where it appears to the Vice Chancellor”. It imports discretion and it means that the Vice Chancellor has to be satisfied before he can order explusion of a student. The satisfaction has to be derived from some data. This provision which is subject of the basis of explusion has been interpreted in the case of Garba vs. University of Maiduguri (1958) 1 NWLR (Pt. 18) 550, 589-590. Up for interpretation was Section 17(1)(d) of the University of Maiduguri Act No. 83 of 1979 which said provision is identical with Section 17(1)(d) of Decree No. 84 of 1979 under consideration in this case.”
(Underlining ours for emphasis)

4.14.5    In line with the above judicial interpretations, we submit that the defendant failed to comply with the condition precedent that it has to be satisfied the Plaintiff has contravened, failed or refused to comply with the provisions of the Act.

4.14.6        We  humbly submit further  that the Defendant cannot claim that it satisfied itself  before its issuance of  Exhibits 6 and 7  when it admitted its omission to conduct  a verification exercise/investigation in “Exhibit 4”  in the following words :
“We have been unable to determine the veracity of these allegations”

Between the 28th of July, 2010 when “Exhibit 4” was made and the 4th and 5th of August,2010 when “Exhibit 6 and 7” were made, the status quo remained  the same, the Defendant was still unable to determine the veracity of these allegations.
Assuming but not conceding that Exhibit 4 is an allegation, the court’s attention is again drawn to the very important fact that Exhibit 4 is not an allegation against the Plaintiff neither are the unverified allegation therein made as a result of any contravention by the Plaintiff

4.15      DID THE NSE FAIL TO COMPLY WITH THE DIRECTIVE OF THE DEFENDANT THAT THE NSE SHOULD REMOVE THE PLAINTIFF FROM OFFICE OF THE DIRECTOR – GENERAL OF THE NSE?

4.15.1        It is our submission that the statutory circumstances surrounding the compliance of the NSE should first be taken into consideration.
4.15.2        The NSE  is a body corporate reincorporated in 1990 under the Companies and Allied Matter Act referred to hereafter as CAMA as a private company limited by guarantee in compliance with Section 29 of the Investment and Securities Act which provides:
‘‘Every securities exchange or capital trading point shall be a body corporate incorporated under the Companies and Allied Matters Act’’

4.15.3        The NSE being a company incorporated under the CAMA is subject to the provisions of CAMA on corporate governance. Section 244(1) of CAMA  defines a director to be:  
 ‘‘Persons duly appointed by the company to direct and manage the business of the company’’

4.15.4        We submit therefore, that the Director-General of the NSE being the directing mind, will and alter ego of the NSE is a director under CAMA.

4.15.5        Similarly, Section 262 of CAMA clearly spelt out how a director may be removed and Section 266 of CAMA provides that a director that is to be removed is entitled to be given 14 days   Notice of  the meeting  of the Board of Directors at which his  removal will be discussed. Section 266(3) of CAMA specifically provides that failure to give the said Notice in accordance with subsection (2) shall invalidate the meeting. LONGE V. FIRST BANK OF BANK OF NIG PLC.(2010) 2-3S.C.(PT III)1

4.15.6        Consequently, we submit   that the Defendant ought to know that the compliance with the Section 262 and 266 of CAMA reasonably requires at least fourteen (14) working days to be complied with. It is ridiculous that the Defendant within twenty-four (24) hours of directing the NSE via  ‘Exhibit 6’  on the 4th day of August 2010 to  remove  the Plaintiff from office ,removed the Plaintiff  itself  from office on the 5th August ,2010 via “Exhibit 7” .This is contained in paragraphs 35- 40  of the Plaintiff’s Affidavit reproduced hereunder:

35.  I also know as a fact that the defendant did not wait for the Stock Exchange to take any action on its advice that I be removed from office as contained in Exhibit 6 before purportedly removing me from office itself in Exhibit 7.

36.  I also know as a fact that no notice of my purported removal was given to the Stock Exchange and also to myself.

37.  That I also know as a fact that by acting as aforesaid, the defendant aborted all processes leading to any application to the Tribunal referred to in the Act.

38.  That while Exhibit 6 was not brought to my attention until late on 4th August, 2010, the defendant deliberately gave the said document to media houses in the country, even before it got to me.

39.  Pursuant to paragraph 38 supra, the electronic media in the country started broadcasting the news of my purported removal right from the evening of 4th August, 2010.

40.  That on 5th August, 2010, most national dailies made headlines out of the news of my purported removal from office by the defendant. Now shown to me, attached hereto and respectively marked as Exhibits 8, 9, 10 and 11 are copies of The Punch, The Nation, Thisday and Guardian publications of 5th August, 2010 respectively titled “Okereke-Onyiuke removed as NSE boss, Okereke-Onyiuke sacked as Stock Exchange boss, SEC: Okereke-Onyiuke to Stand Down, Council Dissolved, SEC fires Okereke-Onyiuke, Dangote from Stock Exchange”.

4.15.7        Consequently, we submit that the Defendant’s failure to give the National Council of the NSE - which has the same status as that of the Board of Directors under CAMA - reasonable time to comply with Sections 262 and 266 of CAMA amounts to non compliance with the condition precedent that the Defendant may remove the Plaintiff from office after the NSE has failed to comply with its directive.

4.16      Sequel to our submissions in paragraphs 4.13,4.14 and 4.15 .We submit that the three conditions  precedent  -stated in paragraph 4.10 above – to  the exercise of the power to suo moto remove the Plaintiff from office as the Director – General of the NSE under Sections 35(4) and(5)  were not complied with  by the Defendant  in any form or manner.
4.17      A condition precedent has been defined as one which delays the vesting of a right until the happening of an event. Atolagbe v. Awuni (1997) 9 NWLR (PT 522) 536.  It is thus, our humbly submission, that where a condition precedent to doing of any act is laid down by the constitution or statute, such condition cannot be waived, but must be strictly complied with. Any non-compliance vitiates the entire process. Per TOBI JSC IN INAKOJU V. ADELEKE (2007) ALL FWLR (PT 353)3 AT 88, PARA.G held:
‘‘It  is good law that where the constitution or a statute provides for a pre-condition to the attainment of a particular situation, the pre-condition must be fulfilled or satisfied before the particular situation will be said to have attained or reached’’

4.18      Similarly, TOBI JCA (as he then was) in Aina V. Jinadu (1992) 4 NWLR (PT 233) 91 AT 109,PARA B held:
If the law requires the fulfillment of a pre-condition before a particular act or substantive or main act is to be done, non –fulfillment of the pre-condition will be prejudicial to the party in default
4.19      Where a statutory body like the Defendant is statutorily conferred with the power of decision making, it must observe the procedure provided in the Statute giving it such powers. Where it fails like the Defendant to comply with procedural safeguards in an enabling Act. There is breach of duty imposed on it and its decision in such circumstance is ultra viresIn this regard, Ogundare JSC in U.N.T.H.M.B. vs. Nnoli (1994) 8 NWLR (Pt.363) 376 at 412 paras. D-G, held as follows:
“There was admittedly non-compliance by the 1st appellant with ss (1) of section 9. 1st appellant therefore acted ultra vires in compulsorily retiring the respondent in the manner it did. Its decision is consequently void. It does not matter that its decision was desirable in the circumstance, as strenuously argued by the learned Senior Advocate for the Appellants. This, as rightly observed by the learned trial judge, is strict sensu, not relevant. What is relevant is that in arriving at its decision the 1st appellant followed the procedure laid down in the Act empowering it to act. For where a statutory requirement for the exercise of a legal authority is laid down it is expected that the public body invested with the authority would follow the requirement to the details. The non-observance in the process of reaching its decision renders the decision itself a nullity.  ”

4.20      Similarly, in Olatunbosun vs. NISER Council (1988) 3 NWLR (Pt. 80) 25, the eminent jurist Oputa JSC at page 47 illuminated thus:
“…It is well established that when a statute has conferred on anybody, the power to make decision affecting individuals the court will not only require the procedure prescribed by the statute to be followed but will readily imply so much and no more to be produced by way of additional procedure safeguards as will ensure the attainment or fairness.”

4.21      We submit further with respect that the use of the word “may” in Section 35(4) and (5) suggests that the power of the Defendant to remove the plaintiff from office or direct NSE to do so is not automatic. Since the power is not automatic, the removal of the plaintiff by the defendant to be legal must be done in strict compliance with the statutory procedure spelt out in Sections 35(4) and (5).

4.22      On the use of the word ‘may’, the Supreme Court Per Onu JSC in H.F. Ltd vs. Mahtra (2007) 9 MJSC 109 at 124, paras. B-C stated that:
“Even if the 3rd Respondents’ principal were liable, the use of the word “may” in Section 16(3) of Admiralty Jurisdiction Act, 1991 suggests that a principal’s liability does not automatically attach to an agent.”

4.23      By parity of reasoning, we submit that the use of the word ‘may’ by necessary implication, implies that the power under these Sections does not automatically  attach to the Defendant until it is satisfied as provided under Section 35(4)  of the Act.

4.24      Consequently, we humbly urge the Honourable Court to declare that the decision of the Defendant contained in both Exhibits ‘6’ and ‘7’ is a nullity for non compliance with the conditions precedent in of Sections 35(4) and (5) of the Act.

4.25      SECTION 47, 48, 49 AND 308 OF THE ACT.
4.25.1     Section 47, 48, 49 and 308 of the Act are applicable to a capital market operator and not to the NSE which is an exchange. Section 315 of the Act defines an exchange to mean:
 “ any exchange registered by the commission pursuant to this Act which constitutes, maintains or provides a market place for bringing together, purchasers and sellers of securities or for otherwise performing with respect to securities the function commonly performed by an exchange: ”

4.25.2    Section 315  defines a capital market operator to mean:
“Any persons (individual or corporate), duly registered by the commission to perform specific functions in the capital market”
4.25.3    We submit that it is clearly discernible from these two definitions above that an exchange like the NSE is to provide the  market place or in other words, the  platform for capital market operators, such as: stock brokers, issuing houses, under writers, jobbers, investment advisers  registrars, etc to operate in the capital market.
4.25.4    It Is also instructive that Section 30 of the 1999 Investment and Securities Act ,specifically provides that capital market operator includes:
 “a securities dealer, a stock broker, sub-broker, jobber ,share transfer agent, banker to an issue, merchant banker, issuing houses, underwriter, portfolio manager, investment adviser and such other Capital Market intermediaries as may be licensed by the commission in accordance with the regulations made under the Act. ”
See: S.E.C v. Kasunmu (2009)10 NWLR (pt 1150) 509 at 536, paras. E-F.
4.25.5    On the other hand, assuming but not conceding that the NSE is a capital market operator we submit that the defendant cannot exercise its purported power of removal under Sections 48(2) (c) and 308(1) until it is satisfied from its findings in the course of its ROUTINE INVESTIGATION under Section 45(1) that any of the five situations in Sections 47(1)(a)-(e) has arisen or occurred .The said Section 47(1)(a)-(e) provides as follows:
“(1)  The Commission shall order a special examination or investigation of the books and affairs of a capital market operator where it is satisfied that:  
a)   It is in the public interest to do so;
b)   The capital market operator has been carrying on its business in a manner detrimental to the interest of its clients, beneficiaries and creditors;
c)   The capital market operator has ‘insufficient’ assets to cover its liabilities to the clients, beneficiaries and creditors;
d)  The capital market operator has been contravening the provisions of this Act; or
e)   An application is made therefore by:
i.)      A director or shareholder of the capital market operator; or
ii.)    A client, beneficiary or creditor of the capital market operator;
Provided that in the case of paragraph (e) of this subsection, the Commission may not order a special examination or investigation of the books and affairs of a capital market operator if the Commission is satisfied that it is not necessary to do so.”

4.25.6    It is only after it is/has been so satisfied that the Defendant “shall” thereafter “order” that SPECIAL INVESTIGATION be conducted in respect of the affairs and books of the NSE. The Defendant can still not exercise the powers under Sections 48(2) and 308(1) until/after the special investigation under Section 47(1) had been conducted and from the findings made in the course of the special investigation, the Defendant is now satisfied, that any of the three situations spelt out in Sections 48(1) (a)-(c) has arisen or occurred. There and then can the Defendant then take any of the steps or sanctions provided in Sections 48(2) (a)-(d) which includes the removal of the manager of the capital market operator in question and in the instant case the Plaintiff. The said Section 48 (1)(a)-(c) and Section 48  2(c)    provides as follows:
provide as follows:
“(1)  where, after an examination under section 49 of this Act or otherwise howsoever, the Commission is satisfied that the capital market operator is in a grave situation as regards the matters referred to under subsection (1) of section 49, or the capital market operator informs the Commission that:
a)       It is likely to become unable to meet its obligations under this Act;
b)       It is about to suspend its obligations to any extent; or
c)       It is insolvent; the Commission may by order in writing exercise any one or more of the powers specified in subsection (2) of this section.
 (2)   The Commission may by order in writing pursuant to subsection (1) of this section:
c)       remove for reasons to be recorded in writing, with effect from such date as may be set out in the order, any manager or officer of the capital market operator, notwithstanding anything in any written law, or any limitations contained in the memorandum and articles of association of the capital market operator.””

4.25.7    In the same vein we submit that Section 308(1) of the Act reproduced hereunder also arises/flows from Sections 47, 48 and 49 of the Act. The said Section 308(1) provides 
“The Commission may by notice require a capital market operator to terminate the appointment of a director or officer of that capital market operator, if the director or officer is no longer a fit and proper person to hold the office in question.”

4.25.8    We  humbly submit further that  the  Defendant cannot jump to the statutory  conclusion in Section 308(1) that Plaintiff as the Director General of NSE “is no longer a fit and proper person to hold the office in question” except on the statutory  premises  laid down in Sections 47(1) (a)-(e) and 48(1)(a)-(c) of the Act.

4.25.9    The Defendant did not conduct any routine or the mandatory special investigation which is a condition precedent to the exercise of its power of removal under the combined provisions of Sections 47, 48, 49 and 308 of the Act. Consequently, adopting  our submissions hereinbefore on non-compliance with condition precedent, we humbly submit   that the removal  of the Defendant based on Sections 47,48,49 and 308 of the Act as contained in both Exhibits ‘6’ and ‘7’ is a nullity for non compliance with the said conditions precedent .

4.26      We submit further that the Plaintiff had acquired a vested right to the office of the Director-General of NSE over which she had acted, recognized and received emolument from the NSE for about 10 years. Thus, the Honourable Court has a constitutional duty to protect the vested right of the plaintiff from any attempt by even a competent authority to take it away without following due process. In Oyeyemi vs. Commissioner for Local Government (1992) 2 NWLR (Pt. 226) 661 at 684-685, paras. F-A, Nnaemeka-Agu, JSC aptly put it thus:
“The case of the appellant was stronger in that he had acquired a vested right to the Chieftaincy stool over which he had acted, been recognized and paid his salary by the 3rd defendant for about two years. Courts have a duty to protect vested rights, as otherwise lawlessness will reign. So, they have always taken the view that any attempt by a competent authority to take away a citizen’s vested rights must be done in strict compliance with the law and any laid down procedure therefor. See on this Ojo v. Governor of Oyo State (1989) 1 NWLR (Pt. 95)1; also Wilson vs. Attorney-General of Bendel State (1985)1 NWLR (Pt. 4) 572. As Lord Macnaghten put it in the case of Mayor e.t.c. of Westminster vs. London & North Western Railway Coy. (1905) A.C. 426, at p.430:
‘….a public body invested with statutory power must take care not to exceed or abuse its powers. It must keep within the limits of the authority committed to it. It must act in good faith. And it must act reasonably.’
See also Hart vs. Military Governor of Rivers State & Ors. (1976) 2 F.N.L.R. 215, p.226-7. For what I have said above, I cannot say that the Governor did not exceed or abuse his powers or that he kept within the limits of the authority vested in him.”

4.27      We therefore, urge your Lordship to resolve issues 1,2,3,4 and 5 in favour of the Plaintiff and grant all the reliefs sought in the originating summons dated 6th August, 2010.

5.0      ISSUE 6
5.1      In NDIC vs. CBN (2002) 3 SC 1 at 12, lines 1-10 the Supreme Court in considering whether the revocation of the Banking licence of the 2nd Respondent by the 1st Respondent (the Central Bank of Nigeria) was done in bad faith or good faith, held that this can only be determined by examining whether the basis of the revocation of the banking licence of the 2nd Respondent by 1st Respondent does not fall within the provisions of the banks and other Financial Institutions Act (BOFIA), especially Section 12 of BOFIA. The Supreme Court reasoned that:
“If it does not, then there would be reason, perhaps to doubt the good faith of the 1st defendant in revoking the licence and consequently enable the court to assume jurisdiction to entertain the suit.”

5.2      Consequently, having established based on facts deposed to in the plaintiff’s affidavit in support of the Originating Summons, that the statutory procedure provided in Sections 35(4) and (5), 47, 48 and 49 of the Act were not followed. We humbly submit that the removal of the plaintiff was done in bad faith. Bad faith is defined in the Black’s Law Dictionary 7th Edition at page 134 as “Dishonesty of belief or purpose”. The defendant indeed admitted its own dishonesty of belief or purpose when in ‘Exhibit 4’ it stated that:
“We have been unable to determine the veracity of these allegations.”

4.28      Despite this admission, the Defendant, recklessly and maliciously, went ahead to issue “Exhibits 6 and 7”. We therefore humbly urge the Honourable Court to set aside the removal of the plaintiff as same was predicated on bad faith being not legally done under any provision of the Act. We therefore, urge your Lordship to resolve issues 6 in favour of the Plaintiff and grant all the reliefs sought in the originating summons dated 6th August, 2010.

6.0   ISSUE 7
6.1   We humbly submit that it is an established principle of law that at common law, a master can terminate the employment of his servant at any time and for any reason or for no reason at all, provided the termination is in accordance with the terms of their contract. In Olarewaju v. Afribank (2001) 6 MJSC 68 at 77 the Supreme Court held that:
“The law regarding master and servant is not in doubt under this class of employment, there cannot be specific performance of a contract of service. The master has power to terminate the contract with his servant at any time and for no reason or for none.”

6.2      The Plaintiff deposed  in  paragraphs 4, 5, 6 and 7 of the affidavit in support of this Originating Summon as reproduced hereunder:

4.  That by a letter Reference No. NSE/11/86 of January 4, 1983, I was first offered an appointment as a Manager (Research) with the Nigerian Stock Exchange (Stock Exchange). Now shown to me, attached hereto and marked as Exhibit 1 is a copy of the said letter.

5.  That Exhibit 1 was signed by H.I. Alile who was at that time the Director-General of the Stock Exchange.

6.  That in Exhibit 1, it is the Stock Exchange that reserves the right to terminate my appointment by either giving me 3 months’ notice or paying me 3 months’ salaries in lieu of notice.

7.  That by a letter dated March 7, 1984 signed by H.I. Alile, my appointment with the Stock Exchange was confirmed. Now shown to me, attached hereto and marked as Exhibit 2 is a copy of the said letter.

6.3       Consequently,  we submit categorically that, it is evident  from the above paragraphs, that the NSE  is the employer/master of the plaintiff and the NSE  being the employer/master of the plaintiff, is the only competent authority that can remove or fire the plaintiff from the  office of the Director- General of the NSE in accordance with terms provided in “Exhibit 1” of the Plaintiff’s letter of appointment with the NSE, thus:
 “Your employment may be terminated by either side giving to the other 3 months notice in writing or pay in lieu thereof during the period prior to confirmation of employment or 3 months salary in lieu of notice thereafter.”

6.4      It is settled that where there is a written contract of employment as evident in ‘Exhibit 1’ above. It is outside the province of the Court to look anywhere for terms of termination of the contract, other than in the written contract. See: Katto vs. C.B.N (1999) 6 NWLR (Pt. 607) 390 at 405, paras. D-F.

6.5      Consequently, we submit that the Defendant not being the one who hired/employed the Plaintiff and not being a party to contract of employment between the Plaintiff and her employer, cannot fire the Plaintiff from the services of the NSE. This was exactly the reasoning of the Court of Appeal per ORAH ,

6.6      JCA in Federal College of Education v. Anyanwu (1997) 4 NWLR (PT 501)533 at 560,para, E when it held thus:
The respondent having at the trial satisfactorily and conclusively established that he is at all material times an employee of the Federal Ministry of Education only on secondment to the appellant, it follows as night the day, that the appellant who is not an employer of the respondent and who did not hire him cannot validly  terminate the respondent’s contract of service with the Federal Ministry of Education….”


6.7      We submit further that the employment of the plaintiff is under the common law and does not have statutory flavour. However, we submit respectfully that the moment the defendant invoked the statutory provisions of the Act or seek to invoke the provisions of the Act to commence the process of removal of the plaintiff from office, the employment of the plaintiff by necessary implication was conferred with statutory protection/flavour according to the tenor of Sections 35(4) and (5), 308, 47, 48 and 49. The Supreme Court in the case of Idoniboye-Obu vs. N.N.P.C. (2003) 2 NWLR (Pt. 805) 589 at 624 paras. C-E. held that:
“It is easy to understand from Olaniyan and Shitta-Bey that the rules and regulations which are claimed by an employee to be part of the terms and conditions of his employment capable of giving it statutory flavour and be of protection to the employee must (1) have statutory reinforcement or at any rate, be regarded as mandatory, (2) be directly applicable to the employee or persons of his cadre, (3) be seen to be intended for the protection of that employment; and (4) have been breached in the course of determining the employment; before they can be relied on to challenge the validity of that determination.”

6.8      Consequently, we urge the Honourable Court to declare that the Defendant not being the employer and/or appointer of the Plaintiff cannot terminate the appointment of the plaintiff and/or remove her from office in any way or manner contrary or repugnant to her letter or contract of appointment with NSE dated January 4, 1983.

6.9      Likewise, we submit further that the master/servant relationship is sacrosanct. As such, any interference with that relationship, particularly by a statutory instrument, in this instant, the ISA , must carry with it ,the strict duty of absolute compliance with the ISA. Put in another way ,if the defendant can terminate the appointment of the Plaintiff which it did not employ, it has to strictly comply with the provision of the Act, and having not complied, the purported removal of the plaintiff by the Defendant becomes null and void for non-compliance with the provisions of the said sections as already hereinbefore submitted under issues 1, 2, 3,4and 5  

7.0   ISSUE 8
7.1   We submit with respect that the Defendant violated/breached the plaintiff’s inviolable constitutional right to fair hearing provided in Section 36(1) of   the Constitution of the Federal Republic of Nigeria, 1999 by not affording the Plaintiff an opportunity  of being heard at all or being heard within a reasonable time before issuing “Exhibits 6 and 7.” Section 36(1) of the Constitution provides as follows:
“In the determination of his civil right and obligations, including any questions or determination by or against any government or authority, a person shall be entitled to a fair hearing within a reasonable time by a court or other in such manner as to secure its independence and impartiality.”

7.2      We submit further that the failure of the defendant to follow the procedure spelt out in Sections 35(4) and (5), 47, 48 and 49 amounts to the breach of Section 36(1) of the Constitution. Moreover we submit that underlying legislative intent   of Section 35(4) and (5), 47, 48 and 49  was  to guarantee this constitutional  right to fair hearing of an executive officer of a “a securities exchange, capital trade point or any other self regulatory organization that is why it is required in Section 35(4) and (5) that such an “executive officer” should be given the opportunity of being heard and Sections 45,47, 48 and 49 mandate that the defendant can only remove an executive officer after the  routine and the special examination or investigation of its books and affairs have been carried out or conducted.

7.3      It is again submitted that these provisions were made with full consciousness of the fact that the Defendant is not the employer of the people that might fall victims of these sections.

7.4      On legislative intent, the Supreme Court in   P.D.P & Anor. V. INEC & Ors.(2001) 1 WRN 1 AT 40 Wali, JSC held as follows:

“The current trend today in construing statutory provisions requires judges to ascertain the legislative intent of the law makers, a task somewhat akin to pinpointing the intent of a testator or disputing parties to a contract. It is the modern view, that proper judicial construction of statutory provisions requires recognition and implementation of the underlying legislative purpose”

7.5       It is also our submission that the defendant’s failure and omission to give the plaintiff the opportunity of being heard on the allegations alleged in “Exhibit 6 and 7” and having not investigated the ‘books and affairs’ of the NSE to verify the alleged failures alleged in ‘Exhibits 6 and 7’ amounts to breach of statutory due process and such a breach of statutory due process amounts to a breach of the plaintiff’s constitutional right to fair hearing. This was exactly the holding of the Supreme Court in UGURU VS. THE STATE (2002) 4 SC (PT. 11)13 AT 19 where it  held as follows:

“According to the case of Mohammed vs. Kano N. A. (1968) All NLR 411 cited by learned counsel… ‘fair trial’ and ‘fair hearing’ are synonymous and mean the same thing, and according to the provisions of Section 33(1) of the 1979 Constitution which applies to this case in my view, means that the trial of the case or the conduct of the proceedings thereof, is in accordance with the relevant law and rules in order to ensure justice and fairness.”

7.6      Similarly, in EKPETO VS. WANOGHO (2005) 2 MJSC 67 AT 88-89, PARAS. G-A, the Supreme Court held as follows:
“No doubt, the right of fair hearing is a fundamental and constitutional right of party to a dispute to be afforded an opportunity to present its case to the adjudging authority. It lies in the procedure followed in the determination of a case, not in the correctness of the decision of the case.”

8.0   CONCLUSION
8.1 Premised on the foregoing arguments in the preceding paragraphs, we humbly urge this Honourable Court to resolve all the issues raised/formulated for determination herein in favour of the Plaintiff and grant all the prayers sought in the originating summons dated  6th August ,2010. Most obliged

Dated this ____ day of September, 2010
                     
                                                        Dr. Dapo Olanipekun
Mr. Akintunde Esan
Plaintiff’s Counsel 
Wole Olanipekun & Co.
God’s Grace House
94, Norman Williams Street
South West Ikoyi
Lagos.



FOR SERVICE ON:
The Defendant
C/O its Counsel,
AELEX
7th Floor
Marble House
1 Kingsway Road,
Falomo,
Lagos State.



LIST OF AUTHORITIES
1.               OYEYEMI V. COMMISSIONER FOR LOCAL GOVT. (1992) 2 NWLR (226)661 AT 681, PARAS. F-G
2.               PDP VS. INEC (1999) 11 NWLR (PT. 626) 200 AT 242
3.               BUHARI V. OBASANJO (2005) 8 MJSC 1 AT 200, PARAS. B-C
4.               RIVERS STATE GOVERNMENT VS. SPECIALIST KONSULT (2005) 5 MJSC 19 AT 54 PARAS. A-D
5.               DENLOYE VS. M&D.P.D.C (1968) NSCC (VOL 15) 260 AT PAGES 263-264
6.               STATE V. GWONTO (2000) FWLR (PT 30)2583AT 2601,PARAS.D-E
7.               METROPOLITAN PROPERTIES CO. LTD. V. LANNON (1968)3ALL E.R. 304 AT 310
8.               FEDERAL POLY. MUDI VS. YUSUF (1991) 1 NWLR (PT. 165) 81 AT 99, PARA. C
9.               BAMGBOYE VS. UNIVERSITY OF ILORIN (1999) 10 NWLR (PT. 622) 290 AT 353
10.           ADEKUNLE UNIVERSITY OF PORT HARCOURT (1991) 3 NWLR (PT. 181)534 AT 547, PARAS. A-E,
11.           ATOLAGBE V. AWUNI (1997) 9 NWLR (PT 522) 536
12.           LONGE V. FIRST BANK OF BANK OF NIG PLC.(2010) 2-3S.C.(PT III)1
13.           INAKOJU V. ADELEKE (2007) ALL FWLR (PT 353)3 AT 88, PARA.G
14.           AINA V. JINADU (1992) 4 NWLR (PT 233) 91 AT 109,PARA B
15.           U.N.T.H.M.B. VS. NNOLI (1994) 8 NWLR (PT.363) 376 AT 412 PARAS. F-G
16.           OGIDI V. STATE (2005) 5 MJSC 155 AT 193 PARAS. E-F,
17.           OLATUNBOSUN VS. NISER COUNCIL (1988) 3 NWLR (PT. 80) 25
18.           H.F. LTD VS. MAHTRA (2007) 9 MJSC 109 AT 124, PARAS. B-C
19.           S.E.C V. KASUNMU (2009)10 NWLR (PT 1150) 509 AT 536, PARAS. E-F.
20.           OYEYEMI VS. COMMISSIONER FOR LOCAL GOVERNMENT (1992) 2 NWLR (PT. 226) 661 AT 684-685, PARAS. F-A,
21.           NDIC VS. CBN (2002) 3 SC 1 AT 12, LINES 1-10
22.           OLAREWAJU VS. AFRIBANK (2001) 6 MJSC 68 AT 77
23.           FEDERAL COLLEGE OF EDUCATION V. ANYANWU (1997) 4 NWL(PT 501)533 AT 560,PARA, E
24.           IDONIBOYE-OBU VS. N.N.P.C. (2003) 2 NWLR (PT. 805) 589 AT 624 PARAS. C-E
25.           P.D.P & Anor. V. INEC & Ors.(2001) 1 WRN 1 AT 40
26.           UGURU VS. THE STATE (2002) 4 SC (PT. 11)13 AT 19
27.           EKPETO VS. WANOGHO (2005) 2 MJSC 67 AT 88-89, PARAS. G-A
28.           KATTO VS. C.B.N (1999) 6 NWLR (PT. 607) 390 AT 405, PARAS. D-F
CONSTITUTION OF THE FEDERAL REPUBLIC OF NIGERIA, 1999
1.               Section 36(1)

INVESTMENT AND SECURITIES ACT CAP 124 LFN 2007
1.               SECTIONS 35(4), 308, 45, 46, 47, 48 and 49



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