Badagry Petroleum Refinery Limited & Anor V. Alhaji Rasaki Awayewaserere (2002)

LawGlobal-Hub Lead Judgment Report

O. ADEREMI, J.C.A.

In the court below, Federal High Court, Lagos (Coram Odunowo J.) the respondent as plaintiff claimed from three defendants i.e. (1)M. A. Sandius (now deceased) (2) Badagry Petroleum Refinery Ltd and (3) Skab Oil And Gas Resources Ltd the following reliefs:

(1) An injunction to restrain the defendants whether by themselves, their servants and/or agents or any of them or otherwise however from doing the following acts or any of them that is to say: collecting from the Ministry Petroleum Resources Licence to construct and operate Petroleum Refinery issued to Badagry Petroleum Refinery Limited;

(2) An order restraining the 1st defendant from managing or running in any manner whatsoever the affairs of the 2nd and 3rd defendants namely Badagry Petroleum Refinery Limited and Skab Oil and Gas Resources Ltd.

(3) A declaration that a letter of appointment and/or increment of consultancy fees to US $2,500,000.00 addressed to Dapo Durosimi Etiti and Olufemi Oso & Co. and written by the 2nd defendant is illegal, ultra vires, null and void

The first defendant (M.A. Sandius – now deceased) filed a separate statement of defence to which he sub-joined a counter-claim which is in the following terms:

(1) A declaration that the 1st defendant is the proper person to be appointed the Chairman and Managing Director to control the affairs of the 2nd defendant by reason of his majority shareholding.

(3) An order setting aside all resolutions, decisions or steps taken by the plaintiff alone or in conjunction with others during the pendency of this action

(4) An injunction restraining the plaintiff and members of the 2nd and 3rd defendants from:

(a) calling or holding any meeting of the 2nd defendant to consider shareholding structure

(b) issuing out any shares to anybody until all proper procedure and laws have been complied with.

(c) from running the affairs of the 2nd defendant without the 1st defendant’s consent.

(5) An order that all the expenses incurred by the 1st defendant in this action and the cross action and other related matters be bourne by the 2nd defendant Company.

The 2nd and 3rd defendants entered a joint statement of defence to which they sub-joined by way of adoption, the counter-Claim of the 1st defendant. The pleadings filed and exchanged between the parties are in the following terms: the further amended statement of claim, the statement of defence and counter-claim of the 1st defendant, the joint statement of defence and counter-claim of the 2nd and 3rd defendants and the reply to the statement of defence and counter-claim. In a reserved judgment delivered on the 2nd of August 2000, the learned trial judge granted all the reliefs sought by the plaintiff in the terms set-out in paragraph 16 of the further amended statement of claim. However the counter-claims of all the defendants were dismissed. In handing down his judgment, the learned trial had reasoned: