Facts:

The dispute arose when the Appellants, KPMG Nigeria, operating under the names KPMG Audit, KPMG Tax Consultants, and KPMG Consulting, approached the lower Court by way of an originating summons filed pursuant to Section 662 of the Companies and Allied Matters Act 1990 (now Section 852 of CAMA 2020) and Order 2 Rule 1 of the Company Proceedings Rules 1992. They sought the Court’s intervention and made the following prayers:

(1) A Declaration that the 2nd Respondents are not entitled to be registered in the name of KPMG Professional Services by the 1st Respondents.

(2) An Order that the 1st Respondents remove the 2nd Respondents from their Register and cancel any Certificate of Registration.

(3) An Order of Perpetual Injunction restraining the 2nd Respondents from carrying on the business of Assurance Consulting, Financial Advisory and Tax services in the name of KPMG Professional Service the name registered to them by the 1st Respondents.

(4) An Inquiry as to damages for the profits obtained by the 2nd Respondents by operating and doing the business of Assurances, Consulting Financial Advisory and Tax Services in the name of KPMG Professional Services.

The Appellants had been duly registered under various names long before the emergence of the 2nd Respondents. Specifically, KPMG Audit and KPMG Consulting were registered on 4th April 1969, KPMG Tax Consultants on 28th July 1990, while KPMG Nigeria was registered on 25th July 1997. By contrast, the 2nd Respondents’ registration occurred only shortly before this suit was instituted, although the precise date remained uncertain since they failed to tender their certificate of registration or disclose when they were incorporated. Despite acknowledging in its judgment of 23rd June 2005 that KPMG was “first in time of registration before the 2nd Respondent, KPMG Professional Services”, the lower Court nonetheless dismissed the Appellants’ claims in their entirety.

Aggrieved with the decision of the lower court, the Appellants appealed to the Court of Appeal.