Backbone Connectivity Network (Nig.) Ltd & Ors V. Backbone Tech Network Inc & Ors (2021)

LAWGLOBAL HUB Lead Judgment Report

CHIMA CENTUS NWEZE, J.S.C.

At the Federal High Court, holden at Abuja, [hereinafter, simply, referred to as “the trial Court”], the respondents in this appeal, (as plaintiffs), commenced an action against the first – seventeenth appellants through a Writ of Summons and Statement of Claim. The eighteenth and nineteenth defendants, whose names were struck out by an order of Court on October 30, 2012, were also parties to the suit.

They sought the following reliefs:

(i) An Order of Court for independently audited account of Backbone Connectivity Networks from incorporated (sic) to date;

(ii) An Order directing the first plaintiff to submit all its past financial audits and accounts;

(iii) An Order directing the first defendant, its directors and shareholders to restructure its equity/shareholding along or in accordance with the agreement reached in 2004;

(iv) An Order directing the first defendant to pay to the plaintiffs all profits and dividends that have accrued or is (sic) accruable from the date of incorporation till the date judgement is delivered in this suit;

​(v) An Order compelling the first defendant, its directors and shareholders to convene an AGM where the plaintiffs will be entitled to vote according to their equity strength;

(vi) An Order directing that the plaintiffs be appointed Directors of the first defendant.

As defendants, the first – seventeenth defendants entered a Memorandum of Conditional Appearance. By Motion on Notice, they, equally, sought the following reliefs:

(i) An Order directing a Stay of Proceedings in respect of all disputes subject matter of the Suit between the second plaintiff and second defendant and referring them to arbitration in accordance with paragraph 3.3 of the Settlement Agreement dated November 16, 2007 between both parties;

(ii) An Order dismissing this suit as being incompetent for reason that it was not commenced by due process of law as well as on account of lack of jurisdiction.

On May 9, 2013, the trial Court, [Chukwu, J], granted the above first relief. It, however, disallowed the second relief. Dissatisfied, the appellants herein appealed to the Court of Appeal, Abuja Division, [hereinafter referred to as “the lower Court”], which lower Court ordered that:

i) The Writ of Summons and the service thereof on the third; fourth; eighth and twelfth; thirteenth; fourteenth; fifteenth and seventeenth appellants be and are set aside.