Biosola Nigeria Limited & Anor V. Mainstreet Bank Limited & Ors (2013)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

CHINWE EUGENIA IYIZOBA, J.C.A. (Delivering The Leading Judgment)

This appeal is against the judgment of ONYEABO J. of the High Court of Lagos State, Ikeja Judicial Division in suit No. ID/2016/2000 delivered on the 6th day of November, 2006 wherein the Court dismissed the Appellants’ claims and granted the reliefs sought by the 1st Respondent in its Counter-Claim.

The reliefs claimed by the Appellants in their Further Amended Writ of Summons and Further Amended Statement of Claim are as follows:

a. A DECLARATION that the 1st Defendant’s offer letter to the 1st Plaintiff dated 8/11/96 is wrongful, invalid, null, void, of no effect whatsoever and unenforceable.

b. A DECLARATION that there is no loan or credit facility or overdraft agreement between the 1st Plaintiff and the 1st Defendant in respect of the imported chemical covered by the Approved Form M application no. MA 085374 dated 4/7/96 and the documentary letters of credit no. L/029/00030/96/IFEM dated 2/8/96.

c. A DECLARATION that the 2nd Plaintiff’s Certificate of Occupancy registered as No 45 at Page 45 in volume 1995N in the Lands Registry office at Ikeja, Lagos in respect of 2nd Plaintiff’s property situate and known as No. 10, Ogo-Oluwa Street, (formerly Plot 3, Aboyade Karaole Estate) Off Olaniyi Street, New Oko-Oba, Agege, Lagos and on 2nd Plaintiff’s 75 (seventy-five) share certificates in respect of 2nd Plaintiff’s shares in 13 (Thirteen) quoted companies in Nigeria submitted to 1st Defendant were submitted to 1st Defendant by the Plaintiffs as proposed collaterals or proposed securities pursuant to 1st Plaintiffs applications to 1st Defendant for loan or credit facility dated 27/5/99 and 1/7/96 which were not granted by the 1st defendant to the 1st Plaintiff.

d. A DECLARATION that the imported chemical covered by the Approved Form M Application and the Documentary Letters of Credit respectively dated 4/7/96 and 2/8/96 is a joint venture transaction between the 1st Plaintiff and the 1st Defendant to all intents and purposes.

e. A DECLARATION that the Tripartite Deed of Legal Mortgage executed by the 1st Defendant on the 2nd Plaintiff’s property covered by Certificate of Occupancy registered as No. 45 at Page 45 in volume 1995N of the Lands Registry at Alausa, Ikeja, Lagos State is invalid, null and void and unenforceable against the 2nd Plaintiff.

f. A DECLARATION that the sale and disposal of the 2nd Plaintiff’s shares in paragraph 64(c) in the Further Amended Statement of Claim by the 1st Defendant without the knowledge of the Plaintiffs is wrongful, and lacks legitimate basis as it was carried out of mala fide.

g. An Order compelling the 1st Defendant to return or restore all the aforesaid shares to the 2nd Plaintiff and all the bonus shares/scripts declared and or credited or accrued on the said shares as from the profits of the year 1997 till the date of judgment and thereafter until finally returned/restored to the 2nd Plaintiff.

h. An Order compelling the 1st Defendant to refund or restore to the 2nd Plaintiff all the accrued dividends declared and paid on all the shares from the profits of the year 1997 to the date of judgment and accrued interest thereon at 21% p.a. from January 1999 to the date of judgment and thereafter at 21% p.a. until final payment.

i. A DECLARATION that the 1st Defendant is not entitled to any payment from the Plaintiffs in respect of the aforesaid agreement dated 8/11/96

j. IN ALTERNATIVE an order for the reconciliation of the account of the 1st Plaintiff with the 1st Defendant.

k. A DECLARATION that the 1st Defendant is not entitled to the statutory rights of occupancy over the property situate at No. 10, Ogo-Oluwa Street (formerly known as Plot 3 Aboyade Karaole Estate) Off Olaniyi Street, New Oko-Oba, Agege, Lagos State and registered as No. 45/45/1995N at the Land Registry, Ikeja, Lagos State.