Bernard Ojeifor Longe V First Bank Nig. Plc. (2010)

LAWGLOBAL HUB Lead Judgment Report

GEORGE ADESOLA OGUNTADE, JSC

The appellant was the plaintiff before the Federal High Court Lagos where on 4-07-02, he issued a Writ of Summons against the respondent as the defendant claiming the following reliefs:

“(i) A declaration that the Defendant’s Board of Directors cannot lawfully hold any meeting of the said Board without giving notice thereof to the Plaintiff and accordingly all decisions taken at any such meeting is unlawful, invalid, null and void and incapable of having any legal consequence;

(ii) A declaration that in particular the decision of the Defendant’s Board of Directors held on the 13th June 2002 to revoke the Plaintiff’s appointment as Managing Director/Chief Executive is wrongful, unlawful, invalid null and void and incapable of having any legal consequence;

(iii) A declaration that any purported implementation of the said decision made by the Board on the 13th of June 2002 (including any appointment to the office held by the Plaintiff in the Defendant Company) is ineffective, unlawful and null and void;

(iv) An order of injunction restraining the said Defendants from giving effect or continuing to give effect to any of the decisions of the Board mentioned in claims (i) and (ii) hereof without first complying with the mandatory procedural requirements stipulated in Section 266(3) of C.A.M.A.;

(v) A declaration that the Plaintiff is entitled to remain in the premises allocated to him by the Defendant including the enjoyment of all associated services until the expiration of a reasonable time from the date of any lawful and valid termination of his contract of service with the Defendant;

(vi) In the alternative to the foregoing, the Plaintiff claims the sum of N136,614,584.00 being the amount due and owing to the Plaintiff as at 13th June 2002;

(vii) Interest the said sum of N136,614,584.00 at the rate of 21% per annum at such other rate of interest as the Court may adjudge to be fair and just.

(viii) In further alternative to claims (i) to (iii) the Plaintiff also claims, the sum of N804,685,117.00, US$207,360.00 and Stg 359,100.00(pounds) being special damages suffered by him as a result of the wrongful termination of appointment.”

The parties later filed and exchanged pleadings after which the suit was tried by Nwodo J. (as she then was). On 9-10-03, in the judgment, the appellant’s claims I to V were dismissed whilst claims VI to VIII which were withdrawn by plaintiff’s counsel were struck out. The plaintiff was dissatisfied with the judgment. He brought an appeal before the Court of Appeal, Lagos (hereinafter referred to as the ‘court below’). The court below in its judgment on 5-1-06 dismissed plaintiff’s appeal. Still dissatisfied, the plaintiff has come before this court on a final appeal. In the appellant’s brief filed on his behalf, the issues for determination in the appeal were identified as the following:

“3.2. Whether it is proper in law for the Court of Appeal to have jettisoned suo-motu in its judgment the entire Reply Brief of the Appellant in their judgment without giving the parties, in particular the Appellant, a hearing even though arguments have been proffered on all the Briefs including the Reply Brief without any objection or opposition by the Respondent and in circumstances which resulted in a deprivation of fair hearing

3.2. Whether it was proper for the Court of Appeal to have failed in its judgment to resolve the issue whether a finding by the trial Court that the appellant was suspended under the common law meets the requirement of the Companies and Allied Matters Act that a director must be given a notice of directors meeting unless the director is disqualified under the Act (C.A.M.A.) an issue which if it had been pronounced upon would probably resolve the appeal in favour of the Appellant and by not doing so occasioned a miscarriage of justice

3.4 Whether it was proper for the Court of Appeal to speculate on an issue which was not part of the grounds of appeal and which was also not an issue for determination before the Court