Service of court process on companies and the inconsistencies of our Caselaw

The Companies and Allied Matters Act, LFN 2004 (CAMA) principally regulates service of process on companies registered under it. Section 74 of the Act makes service of processes on companies as opposed to service of mere documents subject to the relevant domestic rules of court where the suit is filed. From the cases reviewed hereunder, it would be seen that the rules of court nationwide regarding service of processes on corporate bodies are to a large extent, impari material, except for some trivial variations here and there but surprisingly, their judicial interpretations have varied irrespective of similarities in their factual realities. Service of court process at Branch or Liaison Office Over the years, the Supreme Court and Court of Appeal have delivered varying judgements on the propriety of mode of service of process on a company at its branch office. In 1992, the Court of Appeal was, in the case of Dr. Augustine Ani v. University (1992) 5 NWLR (Pt. 240) 217, faced with the task of deciding whether service of process on the University’s liaison office in Lagos was proper. The court had to interpret the intendment of Order 6 Rule 11 of the Oyo State High Court Civil Procedure Rules and upon due consideration of the said provision, the court per Achike, JCA (as he then was) concluded that “...object of service is to give ample notice to the other party on whom service is to be effected so that he may be aware of what is sought against him...service of process on the respondent at its Lagos office where it carries on business was proper service.” The Benin division of the same court was also invited in the case of Palm Beach Insurance Co. v. Bruhns (1997) 9 NWLR (Pt. 519) 80 where respondent sued the appellant insurance company but served the process at the company’s branch office in Warri, Akpabio, JCA admonished the courts on propriety of such service as follows: “...on the basis of modern authorities...and provisions of CAMA, one cannot now be too fussy about where company was served with a court process. If a company has a branch office in the jurisdiction of court where it was served, it will be sufficient if the company is served in such a branch office and not necessarily in their head office.” Also in FBN v. Njoku (1995) 3 NWLR (Pt. 384) 457, a writ of summons was served on First Bank at its Jos branch in spite of its head office being in Marina, Lagos. The Court of Appeal, per Orah, JCA held such service to be proper and valid. And in the more recent case of Daewoo Nig. Ltd. v. Uzoh (2008) All FWLR (Pt. 399) 456, the respondent served the processes on Daewoo at its project office. My Lord, Justice Owoade, JCA ruled that it is no longer mandatory that corporate bodies must be served court processes through their head office and/or their registered office. The tenor of cases (all Court of Appeal decisions) cited above follows the school of thought that proper service can be effected on a company via its branch office. However, the following line of cases (also Court of Appeal decisions) are at loggerheads with the earlier position. Conversely, in a latter case of NEPA v. Uruakpa (2010) 12 NWLR (Pt. 1208) 299, Owoade, JCA citing the Supreme Court cases of Mark v. Eke (2004) 5 NWLR (Pt. 865) 54 and Kraus Thompson Organisation v. University of Calabar (2004) 9 NWLR (Pt. 879) 631 held that, service of processes at a company’s branch office is an irregularity. See also the Court of Appeal decision in C.R.B.R.D.A. v. Sule (2001) 6 NWLR (Pt. 708) 194 per Edozie, JCA (as he then was). In the said Kraus Thompson’s case, the University of Calabar received service of processes at its Lagos liaison office but the Supreme Court in a unanimous judgement, after considering whether a liaison office can be regarded as a company’s residence ruled that “it is bad or ineffective to serve processes (on a company) at any branch office” For more cases on service of processes on a company, see generally Olumide Babalola, Casebook on Corporate law and practice, Noetico Repertum, Lagos, 2014, ISBN 978-978-939-599-6. Service on a company’s employee(s) Again, the decisions of varying divisions of the Court of Appeal on the propriety or otherwise of effecting service on a company’s employee are divergent and far between. In Integrated builders v. Domzaq Ventures (2005) 2 NWLR (Pt. 909) 97, the Court of Appeal held that, a senior officer as opposed to a principal officer of a company cannot validly receive service of process on behalf of the company but in FBN v. Njoku (supra), Jos division of the court, per Orah, JCA approved service of process on a branch manager of First Bank as proper and sufficient service. Also in Kenfrank Nig. Ltd. v. Union Bank (2002) 15 NWLR (Pt. 789) 46, a writ of summons was served on the appellant company via its employee (secretary) who in turn passed the process to the managing director. On appeal, the Port Harcourt division of the Court of Appeal held that the receipt of the process by the employee constituted good and proper service. However in Kisari Investment v. La-Terminal (2001) All FWLR (Pt. 66) 766, court processes were served on the appellant company through an employee (described in the affidavit of service as ‘Solicitor Secretary’). On the propriety of such service, Calabar division of the court, per Ekpe, JCA held that “serving a writ of summons on a representative or servant or employee of a company who is not shown to be a director or secretary or principal officer of the company whether inside or outside the company’s office is improper service.” Also in Panache Communications v. Aikhomu (1994) 2 NWLR (Pt. 327) 420, the processes were served on the appellant’s receptionist who forwarded it to the directors, the court held such as valid service. See also MTN Communications v. Bolingo Hotel (2004) 13 NWLR (Pt. 889) 117. However, the Supreme Court seemed to have cleared the air the case of in what seem to be the most recent pronouncement on the issue in Okoye v. Centre Point Merchant Bank (2008) 7-12 SC 1, per Tobi, JSC (as he then was) held that “As a corporate or artificial person does not exist as a human being, the law provides for service on a representative of the body, be he the chairman or the secretary or another person as the case may be.” Conclusively, the Supreme Court remains the highest court of the land and this writer is unaware of any other conflicting decision(s) of the Apex Court on the issue of service of process on a company via its branch office or its employee(s). As much as one may opine that it is fair to serve a company at its branch office as far as the purpose of service is concerned, the Apex Court’s position on this issue cannot also be disregarded. That being said, can one now conclude that service of court processes on a company through its branch office is invalid? Your thoughts are as good as mine. Also, it is somewhat regrettable that there is a dearth of Supreme Court decisions on the issue of service of process on a company through its employees other than principal officers, but finding solace in the solitary case of Okoye (supra) one may safely opine that service of process on a company’s employee may ground effective and valid service. Olumide Babalola, Esq. writes from Brickhouse Solicitors, Lagos