Al-rissalah Printing & Publishing Co. Ltd & Ors V. Kassem El-housseini & Ors (2007)

LawGlobal-Hub Lead Judgment Report

KUDIRAT MOTONMORI OLATOKUNBO KEKERE-EKUN, J.C.A.

This is an appeal and cross-appeal against the judgment of the Federal High Court Kaduna in suit no. FHC/KD/CS/1/02 delivered on 30/7/03.

The appellants were plaintiffs at the trial court. They instituted an action against the respondents as defendants by a writ of summons dated 31/1/02. In paragraph 31 of their Statement of Claim they sought the following reliefs:

a) “A DECLARATION that there was no Board Meeting or Annual General Meeting of the Company held on 15th January, 2002.

OR

A DECLARATION that the purported Board Meeting or Annual General Meeting said to have held on 15th January, 2002 is null, void, illegal and of no effect.

b) AN ORDER SETTING ASIDE the purported Board Meeting and Annual General Meeting purportedly held on 15th January, 2002 and all proceedings, decisions and resolutions purportedly carried.

c) AN ORDER OF PERPETUAL INJUNCTION restraining the Defendants by themselves, servants, privies or agents from interfering with the operations of the Plaintiff company.

d) AN ORDER OF PERPETUAL INJUNCTION restraining the Defendants from entering the Plaintiff’s premises.

e) The sum of 10,000,000,00 (Ten Million Naira) as general damages.”

In reaction to the plaintiffs’ claims the defendants filed a joint statement of defence and counterclaim dated 31/5/02. In paragraph 23 thereof they counter claimed against the plaintiffs thus:

(a) “A DECLARATION that the purported transfer of the shares of 1st Defendant in the 1st Plaintiff to the 3rd Plaintiff is ineffectual, illegal null land void.

(b) A CONSEQUENTIAL MANDATORY ORDER OF RECTIFICATION of the register of members of the 1st Plaintiff to reflect the membership and share holdings of the 1st and 2nd Defendants in the 1st Plaintiff.

(c) A DECLARATION that the 2nd to the 8th Plaintiff were not duly appointed as Directors nor the purported allotment of Shares to them in the 1st Plaintiff valid.