Chief Godfrey K. J. Amachree V. International Cigarette Company Limited & Anor (1989)

LawGlobal-Hub Lead Judgment Report

AKPATA, J.C.A.

There is no hard and fast rule binding on the Court in exercising its discretion to grant or refuse an application for an interlocutory injunction. There are however useful guides and principles upon which the court acts. This appeal has raised these guides and principles.

At a meeting of the Board of Directors of International Cigarette Company Ltd. (trading as Philip Morris Nigeria) held at Lausanne, Switzerland on Thursday 16th January, 1986, the question whether one Farid EI Khalil should be appointed as the Company’s Managing Director caused a sharp disagreement amongst members of the Board. One group consisting or the Nigerian Directors led by Chief G. K. J. Amachree, who was until then the Chairman of the company, appeared implacably resolute against his appointment on the ground that such appointment would infringe the Nigerianisation and Training Policy of the Federal Military Government as contained in the Budget Speech of the President. The other group made up of the foreign Directors led by one Mr. Thoma, was, it seems, inflexibly determined to have Farid El Khalil appointed.

In view of the sharp division on the matter and the prevailing tense atmosphere, a motion for adjournment of the meeting was moved and seconded by two of the Nigerian Directors. A counter motion by Mr. Thoma which was also seconded was however carried by majority votes. As Chief Amachree and three other Nigerian Directors could not brook the attitude of Mr. Thoma and his colleagues they withdrew from the meeting in protest.

In the absence of the Chairman and the three Nigerian Directors, far reaching decisions were taken by other members resulting in;

(1) a change in the composition of the Board of Directors;

(2) increase in the number of Board members;

3) the appointment of Mr. Farid El Khalil as the Managing Director and

(4) the removal of Chief G. K. J. Amachree as Chairman. It was resolved that “the appointment of new Chairman” be inserted in the agenda for the next board meeting fixed for Tuesday 4th February, 1986, at the Lagos Sheraton Hotel, at 10a.m.

On 24th January, 1986, eight days after he was said to have been removed as Chairman in far away Switzerland, Chief Amachree as plaintiff instituted an action by a writ of summons at the Federal High Court, Lagos, against the company and Allen Northcott, Acting Managing Director, seeking the following reliefs:

“1. A declaration:

(a) That the resolution which the defendant Company passed on 16th January, 1986, at a Meeting of the Directors whereby it purported to remove the plaintiff as Chairman of the Defendant Company is ultra vires, null and void and of no effect.

(b) That the resolution which the Defendant Company passed on 16th January, 1986, at a Meeting of the Directors whereby it purported to appoint:

ANWA EL KHALIL