Leaders & Company Limited V. Christlieb PLC & Ors (2016)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

SIDI DAUDA BAGE, J.C.A. (Delivering the Leading Judgment)

This is an appeal against the judgment of the Honourable Justice J.E. Shakarho of the Federal High Court sitting at Lagos in suit No. FHC.L.CS.540/2004, delivered on the 13th of December, 2010. The Plaintiff (now 1st Respondent) at paragraph 34 of the amended statement of claim, claimed against the Defendants jointly and severally as follows:

i. A declaration that the 1st and 2nd Defendants have no right, power, mandates or jurisdiction to act for the Plaintiff or manage its affairs as Managing Director and Company Secretary respectively, particularly to the extent of dissipating, selling off, transferring or assigning to the 3rd Defendant the assets and, or immovable property of the Plaintiff and the appurtenances thereon situate, lying and being at No. 35 Creek Road, Apapa, Lagos.

ii. A declaration that the purported sale, transfer, disposition, alienation or assignment of the Plaintiffs landed property and the appurtenances thereon situate, lying and being at No. 35 Creek Road, Apapa, Lagos by the 1st and 2nd Defendants the 3rd Defendant is in violation of the

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Memorandum and Articles of Association of the Plaintiff, the Companies and Allied Matters Act, ultra vires the powers and jurisdiction of the 1st and 2nd Defendants and therefore, null and void and of no effect whatsoever.

iii. A declaration that the sale, transfer or assignment of the Plaintiffs landed property appurtenances thereon situate, lying and being at No. 35 Creek Road, Apapa, Lagos by the 1st and 2nd Defendants while purportedly managing the affairs of the Plaintiff to the 3rd Defendant without the authority of both the Board of Directors of Plaintiff and its annual General meeting is ultra vires the powers and jurisdiction of the 1st and 2nd Defendants and therefore null and void and of no effect whatsoever.

iv. A declaration that the purported sale or assignment of the Plaintiffs landed property and the appurtenances thereon situate, lying and being at No. 35 Creek Road, Apapa Lagos by the 1st and 2nd Defendants while purported managing the affairs of the Plaintiff to the 3rd Defendant a sum of N18,000,000.00 (Eighteen Million Naira Only) evidenced by a Deed of Assignment dated 6th June, 2002 registered with THE 7TH Defendant is vitiated

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by patent fra and therefore, illegal, null and void and of no effect whatsoever.

v. A declaration that the 3rd Defendant having fraudulent acquired the Landed property of the Plaintiff situate, lying and being at No. 35 Creek Road, Apapa, cannot legally and legitimately mortgage same to any or either of the …… AND 5TH Defendants to secure banking facilities and that any purported mortgage of the said property by the Defendant to either or both of the 4th and 5th Defendants illegal, null and void and of no effect Whatsoever.

vi. A declaration that the purported sale and/or assignment of the Plaintiffs property and the appurtenances thereon situate, lying and being at No. 35 Creek Road, Apapa Lagos by the 1st and 2nd Defendants while purported managing the affairs of the Plaintiff to the 3rd Defendant for a paltry sum of N18,000,000.00 (Eighteen Million Naira) ridiculous, questionable, fraudulent, unconscionable immoral sordid and in utmost bad faith.

vii. An order setting aside the purported sale, transfer assignment of the Plaintiffs landed property and the appurtenances thereon situate, lying and being at No. 35 Creek Road, Apapa, Lagos by the

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