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LAGOS CHAMBER OF COMMERCE (INC.)
V.
REGISTRAR OF COMPANIES AND OTHERS
THE WEST AFRICAN COURT OF APPEAL, HOLDEN AT LAGOS, NIGERIA
17TH DAY OF NOVEMBER, 1952
APPEAL NO. 3629
2PLR/1952/54 (WACA)
OTHER CITATION(S)
2PLR/1952/54 (WACA)
(1952) XIV WACA PP. 197-198
LEX (1952) – XIV WACA 197-198
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BEFORE THEIR LORDSHIPS:
FOSTER-SUTTON, P.
VERITY, C.J., NIGERIA
COUSSEY, J.A.
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BETWEEN:
LAGOS CHAMBER OF COMMERCE (INC.) – Appellants
AND
1. REGISTRAR OF COMPANIES
2. ASSOCIATION OF MERCHANTS AND INDUSTRIALISTS – Respondents
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ORIGINATING COURT(S)
Appeal by plaintiffs against Decision of the Supreme Court
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REPRESENTATION(S)
A. M. Ferguson — for Appellants
Antoniou — for Registrar of Companies
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ISSUE(S) FROM THE CAUSE(S) OF ACTION
COMPANY LAW – REGISTRATION:- Application for injunction restraining the registration of a body – Companies Ordinance (Cap. 38), section 9(1)(b) – Name/description calculated to deceive – Where name complained of are universally used and a monopoly in those words cannot be claimed – How treated
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CASE SUMMARY
The Lagos Chamber of Commerce (Inc.) sued for an injunction to restrain the Registrar of Companies from registering the second respondents under the new name of “African Chamber of Commerce”, alleging that Lagos being in Africa this new name was calculated to deceive firms abroad who from time to time make trade enquiries through the Lagos Chamber of Commerce.
The Registrar of Companies argued that the words “Chamber of Commerce” were a generic designation for particular bodies of persons and could not be claimed exclusively by one body, and “African” did not so nearly resemble “Lagos” as to be calculated to deceive.
The trial Judge refused the injunction sought, and the Lagos Chamber of Commerce appealed.
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DECISION(S) OF THE WEST AFRICAN COURT OF APPEAL
Held (dismissing the Appeal) that:
The words “Chamber of Commerce” are universally used to describe an organisation to promote commerce, and a monopoly in those words cannot be claimed. The addition of the word “African” ought to be sufficient to distinguish the “Lagos Chamber of Commerce” from the “African Chamber of Commerce”.
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MAIN JUDGMENT
The following Judgment was delivered:
FOSTER-SUTTON, P.
In this case the appellants, the Lagos Chamber of Commerce, sought an injunction restraining the Registrar of Companies from registering the Association of Merchants and Industrialists, the second respondent on this appeal, under the new name of “African Chamber of Commerce”,
In the Court below the Registrar of Companies contended that the words “Chamber of Commerce” constitute a generic designation for particular associations or bodies of persons and therefore cannot be exclusively claimed by one association or body of persons. He argued, therefore, that if the second respondent company satisfied the requirements of section 21(1) of the Companies Ordinance (Cap. 38), as in his view it had, it was entitled to registration under the new name, and he drew attention to the provisions of section 9(1)(b) of the Ordinance which provides that no company shall be registered by a name which contains the words “Chamber of Commerce” unless the company is a company which is to be registered under a licence granted in pursuance of section 21(1) of the Ordinance without the addition of the word “Limited” to its name. Finally, he submitted that it was his duty to ignore the words “Chamber of Commerce” and determine whether the word “African” so nearly resembles the word “Lagos” as to be calculated to deceive, which he submitted was not the case.
Appellants’ Counsel argued that the new name under which the Association of Merchants and Industrialists sought to be registered does so nearly resemble the name of the appellant organisation as to be calculated to deceive, that section 9(1)(a) of the Companies Ordinance, which prohibits registration in such circumstances, applies, and that registration should, therefore, be refused. He further argued that the word “African” is only distinctive when separated from the words “Chamber of Commerce”. that in considering the tendency of the new name to deceive regard must be had to the place where it is to be used, that is to say Lagos, that “African” and “Lagos” are both words of the same nature, Lagos being in Africa, and that the use of ·the word “African” in conjunction with the words “Chamber of Commerce” is calculated to deceive the numerous firms abroad who from time to time make trade enquiries through the appellants.
The learned trial Judge accepted the contentions put forward by the Registrar of Companies and declined to grant the injunction prayed.
I do not consider myself that if a company chooses to incorporate into its own name words descriptive of, and universally used to describe an organisation formed for promoting commerce, it can fairly claim a monopoly of the use 6f those words. The words “Chamber of Commerce” are clearly descriptive and it seems to me that the addition of the word “African” ought to be sufficient to distinguish the two organisations. It certainly would be if reasonable care is used. In my view it would not be right to deprive the respondents of the use of a descriptive name like “Chamber of Commerce” merely because mistakes may arise through lack of knowledge or carelessness on the part of persons making enquiries from abroad.
It follows that, in my opinion, the decision appealed against was right, and ought to be affirmed. I would, therefore, dismiss this appeal with costs.
During the course of his judgment the learned trial Judge embarked upon a dissertation regarding the undesirability of having more than one Chamber of Commerce in the same locality and asserted that it is the ordinary practice and good sense not to do so. The observations were not necessary for the decision in this case and I only refer to them lest it be thought that in agreeing with his decision I also agree with the observations I have referred to, .because such is not the case.
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VERITY, C.J.
I concur.
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COUSSEY, J.A.
I concur.
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Appeal dismissed.
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