When a party relies on documentary evidence in proving its claim in Court, the court in deciding whether to admit the document in evidence will not consider how the document was obtained but will base its decision on the relevance of the document and whether it meets the conditions for admissibility under the law. Whether the document is actually useful to prove anything will depend on various factors such as the credibility of its source, probability and conclusiveness.

This was one of the main issues the court determined in the Judgment of the Federal High Court, Lagos Judicial Division in the case of Afro Nigeria Export & Import Company Limited & Ors v Mrs Alero Jadesinmi & Ors.

In this case, the Plaintiffs were Afro Nigeria Export & Import Company Limited, its sister company and eleven others, who were the children of late Chief Okotie-Eboh.

The Plaintiffs instituted their action at the Federal High Court in Lagos (the Court) against the 1st Defendant (Mrs. Jadesimi) who was also a child of the late Chief Okotie-Eboh as well as Mrs Jadesimi’s Children, who were sued as the 2nd and 3rd Defendants. The Plaintiffs were seeking to nullify the allotment of shares of Afro Company to Mrs. Jadesimi and her late mother.

The Plaintiffs, among other claims, also challenged the alleged usurpation of shares of their late Father in Afro Company by Mrs. Jadesimi and her unilateral appointment of her children as Directors of Afro Company.

Another important claim was the Plaintiffs’ relief seeking extension of time to file the return of allotment of the shares of Afro company, which was done since 1964, with the Corporate Affairs Commission.

A document (Exhibit L) containing the minutes of meeting of the Board of Afro Company held on 3rd October 1964 and its consequent resolution, was tendered by the Plaintiffs and was central to the court’s decision. Mrs. Jadesimi did not object to the admissibility of Exhibit L but challenged its genuineness and called an expert witness to establish her position. The expert witness testified that he analysed three signature samples, two of which were regular and one was irregular.

In resolving this issue, the Court noted that the opinion of an expert witness in a case of comparison of documents would only be probable where there is a direct and unequivocal connection of the opinion to the case. The report of an expert will be at large when it does not specifically relate to or discredit any particular document before the Court. In this case, the expert did not establish any nexus between his findings and Exhibit L to the Court, therefore Exhibit L was unimpeached.

The court consequently noted the position of the law that merely asserting non-genuineness of a document is not enough to discredit it. Credible evidence must be provided to prove the allegation. In the absence of any credible evidence to the contrary, the content of a document which is unchallenged is, on the face of it, proof of what it says and Exhibit L was weighty evidence.

On the issue of the appointment by Mrs. Jadesimi of her children as Directors, the Court noted that the Companies and Allied Matters Acts 1990 (CAMA- which was the applicable law at the time) allowed for the appointment of directors to fill a vacancy. However in the light of Exhibit L, the appointment by Mrs. Jadesimi of her children as Directors of the Afro Company was illegal, null and void.

With respect to the Plaintiffs’ request for extension of time, the Court noted its statutory power to extend time for the filing of the return on allotment with the CAC if it was satisfied that the omission in filing the return on allotment was accidental, inadvertent or that it was just and equitable to grant the extension. The court was of the view that the circumstances were compelling enough for it to extend the time for filing as the uncontroverted evidence before the court was that the document along with other documents of the Afro Company had been in Mrs. Jadesimi’s custody, meaning that the Plaintiffs did not have access to it previously.

The court therefore granted all except one of the Plaintiffs’ claims.

It is important to note that even under the new Companies and Allied Matters Act, 2020, the period within which return on allotments of shares should be filed remains one month and the Court still retains its power to extend time for filing of returns on allotment.

 

TAYO OYETIBO LP represented the Plaintiffs