Dys Trocca Valessia Limited & Ors V. Segun Sanyaolu & Ors (2016)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

JOSEPH EYO EKANEM, J.C.A. (Delivering the Leading Judgment)

This appeal is against the judgment of the Federal High Court, Abuja (the trial Court) delivered on 26th February, 2015 in Suit No. FHC/ABJ/CS/2/2013. In the judgment, the trial Court found in favour of the 1st – 4th respondents (as Petitioners) and granted the reliefs sought by them including a declaration that the 1st appellant was being run in a manner that was illegal, oppressive and unfairly prejudicial to the 1st – 4th respondents.

Aggrieved by the decision, the appellants have appealed to this Court by filing two notices of appeal, viz; one filed of 27/2/2015 and the second filed on 18/5/2015. It is to be noted that in his brief of argument filed on 1/6/2011, appellants’ counsel elected to rely on the notice of appeal filed on 18/5/2015. Accordingly, the notice of appeal filed on 27/2/2015 is hereby struck out.

It is pertinent to state even though in summary some of the facts forming the background of the appeal. The 1st appellant is a construction company. The 2nd – 5th appellants are said to be directors of the 1st appellant while the 6th respondent is its

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secretary. The 1st, 2nd and 3rd respondent are shareholders of the 1st appellant.

Aggrieved by the management of the 1st appellant by the 2nd -5th appellants, the 1st ? 4th respondents filed a petition at the trial Court which was amended on 9/10/2013 for the following reliefs.

A. “A DECLARATION that the 1st Respondent’s company is being run in a manner that is illegal, oppressive and unfairly prejudicial to the petitioners.

B. AN ORDER directing an investigation/inquiry to be made into the management and affairs of the 1st Respondent’s Company and detailed account taken of the finance of the company as same is being conducted by the 2nd to 6th Respondents in an illegal and oppressive manner.

C. AN ORDER directing an investigation/inquiry to be made into the structure, membership and shareholding of the 1st Respondent’s company.

D. AN ORDER appointing KPMG Nigeria, PWC Nigeria, Ernest & Young Nigeria or any other independent, reputable audit/accounting firm to conduct the above mentioned investigations/inquiries.

E. AN ORDER

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appointing a RECEIVER/MANAGER to undertake and manage the affairs of the 1st Respondent’s Company, and take into custody or under his control, assets, property, choses-inaction to which the 1st Respondent Company is or appears to have an interest or be entitled, pending the outcome of the investigation into the management and affairs of the 1st Respondent and the taking of account and the appointment of a Board of Directors by the members of the 1st Respondent.