Alhaji Aliko Dangote V. African Petroleum Plc & Ors. (2012)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

HELEN MORONKEJI OGUNWUMIJU, J.C.A. (Delivering the Leading Judgment)

This an interlocutory appeal against the ruling of Honourable Justice A.M. Liman sitting at the Federal High Court, Lagos Division delivered on the 4th of August, 2009. The facts that led to the appeal are as follows:

The 1st- 15th Respondents as the Plaintiffs at the trial court, commenced this action by an Originating Summons dated 29th of July, 2009 against the Appellant and the 16th-28th Respondents claiming several declaratory reliefs. Along with the originating summons, the 1st-15th Respondents filed an affidavit of urgency, a motion ex parte for interim injunction and a motion on notice for interlocutory injunction. The 1st-15th Respondents’ claim at the trial court are set out below:

a) A DECLARATION that the Council of the Nigerian Stock Exchange Ltd/Gte, the 13th Defendant herein (hereinafter referred to as “the NSE”) cannot competently entertain, hear and/or purport to determine the complaint of the 1st Plaintiff Company herein (hereinafter referred to as “the Company”) on the manipulation of the Company’s share prices against the 11th Defendant herein, Alhaji Aliko Dangote and the 12th Defendant herein, Nova Finance & Securities Ltd whilst the 11th Defendant, Alhaji Aliko Dangote continued to remain in office as the 1st Vice President and the 2nd most ranking official of the Council of the NSE.

b) A DECLARATION that the 14th Defendant herein, the Securities & Exchange Commission (hereinafter referred to as “the SEC”) cannot competently whether as a regulatory authority or otherwise proceed to entertain and/or rely on the purported decision of the Council of the NSE in its decision and/or findings sated 15th April, 2009 on the said complaint of the manipulation of the Company’s share prices against the 11th Defendant herein, Alhaji Aliko Dangote and the 12th Defendant herein, Nova Finance & Securities Ltd whilst the 11th Defendant, Aliko Dangote remained at all material time relevant thereof the Vice President and 2nd most ranking official of the Council of the NSE.

c) A DECLARATION that to the extent that the said decisions and/or findings whether of the Council of the NSE or that of the SEC as respectively conveyed through the Council of the NSE’s Press Release of the 26th March, 2009 and the SEC’s “Findings and Decisions” dated the 15th April, 2009 purports to find in favour of the 11th Defendant, Alhaji Aliko Dangote and against the Company on the latter’s said complaints whilst the said Alhaji Aliko Dangote remained at all material time relevant thereof the Vice-President and 2nd most ranking official of the Council of the NSE the same constitute grievous violation of the Company’s Constitutional right to fair hearing; and, are thereby wrongful, null and void and of no effect whatsoever.

d) AN ORDER setting aside and/or quashing the said purported decisions and findings of the Council of the NSE and the SEC Defendant, respectively in favour of the 11th Defendant herein, Alhaji Aliko Dangote and against the Company on the said complaints on the manipulation of the Company’s share prices as conveyed vide the Press Release aforesaid dated the 26th March, 2009 and the said “Findings and Decisions” dated the 15th April, 2009, respectively.

e) AN ORDER restraining the 11th Defendant herein, Alhaji Aliko Dangote from occupying and/or further occupying the Office if the Vice President and/or member of the Council of the NSE and/or further remaining in the said Office or continuing to retain the said membership pending the fair, impartial and due hearing and determination of the Company’s said complaints by the Council of the NSE and/or the SEC, as the case may be.

f) AN ORDER that the NSE and/or the SEC jointly and/or severally forthwith remove the 11th Defendant herein, Alhaji Aliko Dangote from the Office of 1st Vice President and member of the Council of the NSE pending the fair, impartial and due hearing and/or determination of the Company’s said complaint by the Council of the NSE as duly constituted as to secure its impartiality and independence.

g) AN ORDER that the Council of the NSE duly constituted as aforesaid and the SEC forthwith severally and within their areas of respective competence proceed through their appropriate organs and/or bodies with the hearing and determination of the Company’s said complaints and that no member, servant or official of the said respective organs and/or bodies of the NSE and the SEC, as the case may be who shall have taken part in the respective proceedings of the Council of the NSE and the SEC leading to the said decisions being complained of shall participate in the said hearing and determination of the Company’s said complaints. AND/OR

h) AN ORDER that the NSE and/or the SEC jointly and/or severally pay to the Company and/or its members as at the 20th March, 2009 the sum of =N=161.95 per each unit if the Company’s issued share as that date being the loss suffered by the Company and/or its members on the market price of each unit of the Company’s said shares between opening price of the said Shares in the sum =N=216.13 on the 11th February, 2009 and the sum of =N=54.18 on the said March, 2009 by reason of the 11th and 12th Defendants said manipulations of the Company’s market share price at the material time and that the said sum be recovered by the NSE and/or the SEC as aforesaid from the 11th and 12th Defendants respectively. AND

i) AN ORDER that the Council of the NSE and the SEC jointly and/or severally make good and refund all such monies, fines and/or penalties imposed, levied on and/or collected from the Company by reason of their aforesaid purported decisions together with all costs and expenditures incurred in the proceedings leading to the said decisions complained of.

j) AN ORDER that the 1st-19th Defendants forthwith take all reasonable and expedient steps on the prosecution of the 1st Plaintiff’s said complaints on the manipulation of its share prices and the recovery of every and all losses suffered by the 1st Plaintiff by reason of the said wrongful conduct by the 11th and 12th Defendants herein. AND/OR that the same be prosecuted in the name and on behalf of the 1st Plaintiff by the 2nd-15th Plaintiffs herein.

k) Costs of this action