Bureau of Public Enterprises V. Reinsurance Acquisition Group Ltd & Ors. (2008)

LawGlobal-Hub Lead Judgment Report

MARY U. PETER-ODILI, J.C.A.

This is an appeal against the Ruling of the Honourable Justice Adah of the Federal High Court, Abuja delivered on the 30th day of June 2005.

By an Originating Summons dated the 6th day of May, 2004 the Defendants/Respondents sought the following reliefs:-

(a) A declaration that as between the 1st Plaintiff and the 1st Defendant, there is a binding and subsisting agreement dated 11th January, 2003 vesting and transferring 1,297,100 ordinary shares of N200 each in the capital of the 2nd Plaintiff to the 1st Plaintiff.

(b) A declaration that by virtue of the said agreement dated 11th January, 2003, particularly paragraph 2.3 thereof all rights of legal cession to all insurable business in Nigeria hitherto enjoyed by the 2nd plaintiff have been vested in the 1st Plaintiff.

(e) A declaration that the rights vested in the 1st Plaintiff and accruing to its benefit under the said agreement cannot be acquired, tampered with, subsumed or taken away by any of the defendants through the promulgation of the Insurance Act 2003.

(d) A declaration that section 99 of the Insurance Act 2003 which purports to repeal Section 7 of the Nigeria Reinsurance Corporation Act 1977 is preposterous, absurd, mala fide, incongruous, unconstitutional, null and void and of no effect whatsoever.

(e) A declaration that even if Section 99 of the Insurance Act 2003 is valid it cannot retroactively operate to abrogate or take away the 1st Plaintiff’s accrued rights in the 1st Plaintiff under and by virtue of paragraph 2.3 of the agreement dated 11th January 2003 read together with section 7 of the Nigeria Reinsurance Corporation Act; 1977.

(f) An Order of perpetual injunction restraining the defendants either by themselves, agents, privies, servants, staff, proxies or through any person or persons however from preventing or disturbing the 1st Plaintiff from enjoying or repealing the benefit or dividends vested in and accruing to it under and by virtue of the share sale/purchase agreement between it and the 1st defendant dated 11th January, 2003.

(g) An Order directing the 1st Defendant to specifically perform its own part of the said agreement dated 11th January 2003 in favour of the 1st Plaintiff.

(h) Alternatively, an order directing the 1st and/or Defendant (5) to pay to the 1st Plaintiff in full the purchase price together with accrued interests of the 1,297,100 ordinary shares of N200 each acquired in the capital of the 2nd plaintiff forthwith.

By a Notice of Preliminary Objection dated 21st July 2004, the Appellant challenged the action instituted at the trial court on the grounds that no pre-action Notice was served on the Appellant, that the action is statute – barred, that the suit was improperly commenced by Originating Summons; that the 2nd Plaintiff/Respondent lacked the locus standi to institute the action, and that the trial court lacked jurisdiction to entertain the suit.

In the Ruling, Adah J. dismissed the Preliminary Objection.

Dissatisfied with the Ruling the Appellant by the leave of Court filed a Notice of Appeal on March 31, 2006 against the Ruling.