International Agricultural Ltd & Anor. V. Chika Brothers Ltd (1990)

LawGlobal-Hub Lead Judgment Report

BELGORE, J.S.C.

On the 16th day of October, 1989, I allowed this appeal and reserved to today my reasons for so doing. I now give my reasons.

The appellants were defendants at the Federal High Court, Port Harcourt, to a suit by the respondent company, Chika Brothers Ltd., claiming as follows:

(1) A declaration that the plaintiff is not and has never been a shareholder of the 1st defendant.

(2) A declaration that the said sum of N58,200.00 was and still is a loan and is a debt owing from the defendants to the plaintiff.

(3) The sum of N49,600.00 due and payable by the defendants to the plaintiff being the balance still outstanding and owing from the defendants to the plaintiffs to the 1st defendant at the request of the 1st defendant and the 2nd defendant.

(4) Interest on the said N49,600.00 at the rate of 4% per annum until the judgment debt is paid.

In paragraph 3 of the respondent’s statement of claim, it was averred as follows:

“The second defendant who resides in Aba within the jurisdiction of this Honorable Court is the founder and managing director of the 1st defendant. He shall hereinafter be called ‘the 2nd defendant’ and both the defendant and the 2nd defendant shall hereinafter together be referred to as ‘the defendants.’ The defendant was at all times material to this action managing director of the 1st defendant and acted as its chairman.”

The appellant filed joint statement of defence and traversed paragraph 3 of statement of claim as follows:

“The defendants admit paragraph 3 of the statement of claim to the extent that the 2nd defendant was the chairman, founder and managing director of the 1st defendants. The defendants however explained that by the 7th extraordinary meeting of the 1st defendant held on the 25th of October 1976, the 2nd defendant ceased to be the chairman of the 1st defendants. Chika Akanu Agu chairman of the plaintiff company was appointed the chairman of the 1st defendants while the 2nd defendant retained his position as the managing director of the 1st defendants. The defendants will at the trial rely on the minute book of the 1st defendants at pages 49 and 51.”

During the hearing of evidence, D. Okorie Onyemanwa Okorie, the second defendant (now second appellant), identified the minute book of first appellant and through him, counsel for the appellant sought to tender the said minutes book. The respondent’s counsel, Mr. Umezuruike, was recorded by learned trial Judge as follows:

“The defence has an objection. He (sic) says it does not comply with the provision (sic) of section 382 of the Companies Act, 1968 in that it does not conform with precautions laid down in the section. In making this submission I would rely on the case of Oruwari & Ors. v. Okunna & Ors.

The counsel had not with him the reference of the case he cited and nothing more about it. But to this submission, Mr. Njoku of counsel, for the defendants (now appellants) urged the court to hold that the minute book complied with S.382 of Companies Act, 1968 and that the minutes were pasted on it in the regular way with no indication of any tampering with the book.