National Investment & Properties Co. Ltd Vs The Thompson Organisation Ltd & 2 Ors (1969)
LawGlobal-Hub Lead Judgment Report
LEWIS. JSC.
In Suit LD/696/1965 the plaintiffs claimed in their writ against the defendants jointly and severally as follows:-
“( 1) A declaration that the meeting of the Board of Directors of the 2nd defendant/company held at 5/11, Apongbon Street. Lagos, on 23rd November, 1965 was not properly and validly convened.
(2) A declaration that the decisions taken at the meeting referred to in claim (1) above arc invalid, ultra vires the 2nd defendant/company and of no effect whatsoever.
(3) A declaration that the appointment of the 3rd defendant Alfred Ehren by the 1st defendant/company as receiver of the 2nd defendant/company is invalid, ultra vires the said defendant/company and of no effect whatsoever.
(4) An injunction restraining the 1st and 2nd defendants , from giving effects to all or any of the decisions referred to in claim (2) above.
(5) An injunction restraining the 3rd defendant Alfred Ehren from acting: as receiver of the 2nd defendant/company and from interfering with the assets of the said company.
(6) An injunction restraining all the defendants from disposing of any of the movable and immovable assets of the 2nd defendant/company and from dealing with any of the said assets of the 2nd defendant/company in any way not approved by the plaintiffs or not in accordance with the agreement subsisting between the plaintiff ;and the 1st and 2nd defendants or not in accordance with the Memorandum and Articles of Association of the 2nd defendant/company
(7) £500,000 against the 1st defendant for breach of the written agreement between them and the plaintiffs dated 31st December, 1962 and l4th May, 1963.”
On the 3rd of May. 1966 Sowemimo Ag. C. J. in the Lagos High Court dismissed the claims of the plaintiffs with 200 guineas cost and against that decision the plaintiffs have appealed to this Court. The claims arose out of the running of the Amalgamated Press of Nigeria Limited (the 2nd defendants) which inter alia published the Daily Express and Sunday Express newspapers.
Allied Newspapers Limited and Thomson International Limited were originally running in partnership the 2nd defendants with Allied Newspapers Limited holding 66,4 13 ‘A’ Ordinary shares in the company and Thomson International Limited holding 66,413 ‘B’ Ordinary shares.
A partnership agreement was first entered into on the 11th of August, 1960 (ex. D) between Thomson International Limited and Allied Newspapers Limited, but this was superceded by an agreement (ex .DI) of the 31st of December 1962 between Thomson International Limited, Allied Newspapers Limited and National Investment and Properties Company Limited (the plaintiffs) whereby the plaintiffs replaced Allied Newspapers Limited in accordance with the terms of that new agreement.
The agreement of the 31st of December, 1962 ex. D I) was in turn modified by a supplementary agreement of the 14th of May 1963, (ex. D2) between Thomson International Limited, the plaintiffs and Thomson Organisation Limited (the 1st defendants) whereby inter alia the 1st defendant replaced Thomson International Limited.
Certain debenture stock had been issued by the 2nd defendants consisting of (a) £970,903 of 60% ‘A’ debenture stock on the 24th of April, 1963 (ex ‘E’) with the l st defendants as registerd holders and (b) £40,000 of 6% “A” debenture stock on the 28th of November, 1963 (ex. EI) with the 1st defendants as registered holders and (c) £239,563. 3s.4d of 6% ‘B’ debenture stock On the 24th of May, 1963 (ex .‘E2’) with the plaintiffs as registered holders. There were also two mortgages entered into by the 2nd defendants with trustees on behalf of the 1st defendants dated the 9th of March, 1964 (ex. G) and supplemental thereto dated the 8th of July, 1965 (ex. GI ) both secured onthe debenture stocks exhibits E and EI. On the 23rd of November, 1965 the 1st defendants purported to act under the powers in exhibits E, EI,G, and GI and appointed by exhibit H the 3rd defendant as the receiver of the property charged by these debenture stocks and mortgages. On the same date, that is 23rd of November, 1965, at a meeting of the Board of Directors of the 2nd defendants it was resolved acccording to the minutes (ex. ‘W’)- ‘That the company shall forthwith cease publication of the Daily Express and Sunday Express newspapers, while continuing to operate the companys commercial printing department for as long as prudent commercial considerations might dictate.’ In the present action the plaintiffs sought to challenge the validity of the meeting of the Board of Directors of the 23rd of November, 1965 and the decision taken thereat, together with the appointment of the 3rd defendant as the receiver: they also sought injunctions and claimed £500.000 damages for breach of the agreements exhibits DI and D2 all of which claims, as has been stated. were dismissed in the High Court. Chief Akin Olugbade has filed 11 grounds of appeal and in his very extensive arguments in regard to these he has ranged over a wide canvas, and indeed considerably overstepped his grounds of appeal.
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