Odutola Holdings Ltd & Ors V.mr. Kunle Ladejobi & Ors (2006)

LAWGLOBAL HUB Lead Judgment Report

EJIWUNMI, J.S.C.

This appeal is the culmination of the action commenced at the Federal High Court by the appellants when they instituted this action against the respondents for the following reliefs as depicted in paragraph 32 of their statement of claim dated 9th October, 2000 thus:

“32. Whereof the plaintiffs claim as follows:

i) A declaration that the purported meeting of shareholders of the 1st plaintiff company held on 12th September, 2000 is illegal, null and void having been convened contrary to the provisions of the Articles of Association of the 1st plaintiff company and the provisions of the Companies and Allied Matters Act, 1990 concerning the convening of general meetings.

ii) A declaration that the purported removal of the 2nd to 7th plaintiffs as directors of the 1st plaintiff company and the purported appointment of the 1st to 10th defendants as directors of the 1st plaintiff company by a resolution allegedly passed at the purported meeting of shareholders of the 1st plaintiff company held on 12th September, 2000 is illegal, null and void being contrary to the provisions of Article 36 of the Articles of Association of the 1st plaintiff company.

iii) A declaration that the purported removal of the 2nd to 7th plaintiffs as directors of the 1st plaintiff company and the purported appointment of the 1st to 10th defendants as directors of the 1st plaintiff company by a resolution allegedly passed at the purported meeting of shareholders of the 1st plaintiff company held on 12th September, 2000 is illegal, null and void being contrary to the provisions of section 262 of the Companies and Allied Matters Act, 1990.

iv) A declaration that the 4th defendant is not a shareholder of the 1st plaintiff company.

v) An order of Interlocutory Injunction to restrain the 1st to 10th defendants whether by themselves, their servants and agents or otherwise howsoever from acting as directors of the 1st plaintiff company and to restrain all the defendants whether by themselves, their servants and agents or otherwise howsoever from holding the 1st to 10th defendants out as directors of the 1st plaintiff company pending the final determination of this suit.

vi) An order of mandatory injunction directing the 16th defendant to remove or cancel from the 1st plaintiff company’s file held at the Corporate Affairs Commission in Abuja, all documents reflecting the purported removal of the 2nd to 7th plaintiff as directors of the 1st plaintiff company and the purported appointment of the 1st to 10th defendants as directors of the 1st plaintiff company.”

Following the service of the writ of summons and the statement of claim, the defendants, now respondents brought an application before the trial court wherein they sought for the orders framed in the alternative thus:

“(i) An order striking out the name of the 1st plaintiff herein as a party to the action.

Alternatively

(ii) An order staying proceedings in this action and ordering a meeting of the shareholders of the Odutola Holdings Ltd., with a view to determining whether their directions or instructions as to whether the 1st plaintiff company should continue as a party to this suit.”

In support of this application, Kunle Ladejobi, a Chartered Accountant as the 1st defendant swore to a 14 paragraphed affidavit on behalf of himself and for the 2nd- 6th, 8th -11th and 13th – 15th defendants which read thus: