Globe Fishing Industries Ltd & Ors V. Chief Folarin Coker (1990)

LawGlobal-Hub Lead Judgment Report

OLATAWURA, J.S.C. 

The respondent who was the plaintiff in the court of first instance filed an action against the defendants now the appellants in this court and claimed as follows:

1. Declaration that the election of Mr. Joseph Adeola as a director of Globe Fishing Industries Limited is null and void.
2. That the chairman Alhaji Sule Katagum, the managing director Mr. Roussinov and the general manager Mr. Dayaldasam be compelled to make available to the plaintiff certified bank statements of account of the Globe Fishing Industries Limited at the United Bank for Africa for the periods 1st July, 1979-30th June, 1980 respectively;
3. That the chairman Alhaji Sule Katagum, managing director Mr. Roussinov, and the general manager Mr. Dayaldasam be compelled to convene the annual general meeting of Globe Fishing Industries Limited for the year 1980 to consider

(a) the annual accounts covering the periods 1/7/79- 30/6/80 and 30/6/80 – 31/12/80.

(b) to declare dividends for the year ending 30th June, 1980.”

On the 23rd February, 1981 when the matter came before Anyaegbunam, C. J., pleadings were ordered. Pleadings were filed and amended. It was however on 9th April, 1981 that the respondent herein filed an application seeking the following prayers.

“1. Joinder of the following person as defendant in the above suit:-

Mr. Joseph Adeola

2. Amendment of the statement of claim in the suit.
3. Interim injunction restraining the 2nd defendant from exercising the functions of a director and chairman of Globe Fishing Industries Co. Ltd. until the determination of this suit.
4. Interim injunction restraining Mr. Joseph Adeola from performing and exercising the functions of a director of Globe Fishing Industries Co. Ltd. until the determination of this suit.
5. Interim injunction restraining the board of the company from taking any action which will affect the status quo in this suit and for such further order or orders as this Honourable Court may deem fit to make in the circumstances.”

There was an affidavit in support. As a result of the conflicts in the affidavits filed by both sides, the learned trial Chief Judge rightly took evidence, no doubt, to resolve some of the areas of conflict Falobi v. Folabi (1976) 1 N.M.L.R. 169; Uku v. Okumagba (1974) 3 S.C. 35; National Bank of Nigeria Ltd. v. Are Brothers (1977) 6 S.C. 97. The learned Chief Judge on 7th June, 1984 granted only one of the remaining prayers. The first two prayers had earlier been granted by consent. Prayer (d) was granted as follows:-

“I would in the result grant the plaintiff/applicant his prayer that is that Mr. Joseph Adeola be restrained from performing and exercising the functions of a director of 1st defendant/company until the determination of this case.”

The defendants/respondents in the court of first instance were dissatisfied with that ruling and appealed to the Court of Appeal on a number of grounds. On 14th April, 1987 the Court of Appeal in a unanimous decision (Coram, Mohammed, Kutigi and Kolawole, JJ.C.A.) dismissed the appeal hence a further appeal to this court. The grounds filed are as follows:

“(i) The learned Judges of the Court of Appeal erred in law by affirming the order of the Federal High Court, Lagos restraining the 5th defendant/appellant from performing and exercising the functions of a director of the 1st defendant/ appellant company, when

(a) There is uncontradicted evidence that the 5th defendant/appellant was elected a director at the annual general meeting of the 1st defendant/appellant held on 5th December, 1979.

(b) Article 65 of the articles of association of the 1st defendant/appellant company empowers the company in general meeting to fill vacancies in the board of directors, remove and appoint directors by ordinary resolution from time to time.

(c) It is clear that if the plaintiff/respondent had any right to enforce at all, it would be his right to remain as a director and to continue to function as such, which right does not affect the right of the 5th appellant to become and remain a director of the 1st defendant/appellant.