Noga Hotels International S.A. V. Nicon Hotels Limited & Ors. (2007)

LawGlobal-Hub Lead Judgment Report

CHJDI NWAOMA UWA, .J.C.A.

The appeal is against the judgment of the Federal High Court, Abuja (hereafter referred to as the trial Court) delivered on the 27th day of May 2004 in Suit No. FHC/ABJ/PET/1/2002.

The Suit was commenced by way of Petition by the appellant as Petitioner pursuant to Section 300 of the Companies and Allied Matters Act, 1990 dated 10th April, 2002 and filed on the 11th day of April 2002 against the Respondents. The Appellant claimed against the Respondents jointly and severally as follows:

“(1) A Declaration that the Board of Directors of the 1st Defendant has no power or authority to transfer the accounts of the 1st Defendant being run under the title and business name of NICON HILTON HOTEL with the 4th to the 9th Defendants to the 2nd Defendant.

(2) A Declaration that the transfer or purported transfer of the accounts referred to in paragraph thereof by the 1st Defendant to the 2nd Defendant is illegal, null and void of no effect whatsoever.

(3) A Declaration that the 3rd Defendant has no legal right authority or power to direct the transfer of any assets of the 1st Defendant including the operated account with the 5th to the 9th Defendants of the 1st Defendant to the 2nd Defendant

(4) A Declaration that the purported transfer or the transfer of the 1st Defendants accounts referred to in paragraph 1 hereof, to the 2nd defendant is an abuse of the process of court in view of the pending law suit, in particular Suit No: FHC/ABJ/CS/138/98.

(5) A Declaration that the transfer of the following asserts of the 1st Respondent to the 2nd Respondent which assets are the Nicon Hilton Hotel, Abuja Nicon Hiltons Hotels Staff Quarters at Karu, Nicon Hotels Limited GM/CEO Residence, Nicon Hotels Staff Housing Phase II, Karmo and Midway Inn Makurdi is illegal, unlawful, null and void and of no effect.

(6) A Declaration that the sale of offer for sale or attempt to sell the property of the 1st Defendant known as NICON HILTON HOTEL ABUJA is illegal, unconstitutional, null and void and of no effect whatsoever.

(7) An Order setting aside the transfer of the accounts of the 1st Defendants with the 4th to the 9th Defendants referred to in paragraph 1 hereof to the 2nd Defendant.

(8) An Order setting aside all other properties of the 1st Respondent transferred to the 2nd Respondent referred to in paragraph 5 hereof.

(9) An Order of Perpetual Injunction restraining its servants, agents or privies of the 1st Defendant from transferring to the 1st Defendants the accounts of the 1st Defendant with the 4th to 9th Defendants referred to in paragraph 1 hereof

(10) An Order of Perpetual Injunction restraining the 1st, 2nd and 3rd Defendants, all or any of them, their servants, privies or agents from selling or otherwise disposing of the property called NICON HILTON HOTEL, ABUJA or any interest therein or any of the assets of the 1st Defendant.”

The issue before the trial Court was whether the accounts and assets of NICON Hotels Limited, the 1st Respondent, were transferred to the Respondents on the directives of the 3rd Respondent, contrary to Article 82 of the Articles of Association of the Company. There is no dispute that the 1st Respondent was a joint venture between NICON Insurance corporation Plc, the 10th Respondent and the NOGA Hotels International S.A., the Petitioner/Appellant each owning 75% and 25% of the shares respectively.