M.I. Edionhon V. Union Bank Of Nigeria PLC (2013)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

TOM SHAIBU YAKUBU, J.C.A. (Delivering the Leading Judgment)

This is an appeal against the judgment of the Federal High Court, Benin City. The claim of the appellant being the plaintiff at the said court against the respondent/defendant was for:

(1) A declaration that being a Shareholder of the Defendant/Company, he is entitled to:

(a) All bonus shares issued for the years 1993 to 1997;

(b) All dividends payable to Shareholder for 1993 to 1999 amounting to =N=34,338.55.

(c) That respondent’s affairs is being run in a manner oppressive to Appellant in not keeping him informed of the Respondent’s affairs from 1993 to 1996 and failure to pay him dividends for 1993 to 1996.

(2) SPECIAL DAMAGES for transportation and hotel bills incurred by Appellant for investigation of Appellant’s affairs in Respondent’s Lagos office and lawyer’s fees for services to right the wrong.

(3) GENERAL DAMAGES for the inconvenience and deprivation of Appellant’s share certificates for 9 years; and

(4) An injunction restraining the Respondent and its servants from withholding Appellant’s certificate and dividends.

The appellant became a Shareholder of the defendant in 1979 having bought 100 shares of the defendant and another 100 shares in 1982 with Share Certificates issued to him as Exhibits “A” and “B” respectively. According to the appellant, subsequently a number of bonus shares were issued and the shares were on a number of occasions sub-divided into smaller units. In 1997, the Respondent’s Annual Reports showed a total of 11,666 shares in appellant’s favour. He did not receive any Share Certificate in respect of any additional shares. He wrote several letters requesting for information on the state of his shares and dividends from the respondent over a long period of time without any response from respondent. Appellant said he made several visits/travels to respondent’s Head Office in Lagos, incurred transport and hotel expenses and retained solicitor’s service to obtain the relevant information on his shares and dividends from the respondent. The persistence lack of respondent’s response to appellant’s request resulted in this action, which was dismissed in its entirety by the court below.

On its part respondent agreed that appellant is one of its nominal shareholders, that bonus shares are not paid for by shareholders, no share certificates are issued for sub-divisions of shares, that all appellant’s share certificates have been sent to him except one returned unclaimed and that appellant’s dividends were paid through his Federal Mortgage Bank Account, Benin City. At the end of the trial, judgment was entered for respondent on 3rd December, 2003.

Dissatisfied, the appellant has now appealed to this court by Notice and one ground of appeal filed on 2nd March, 2004 at pages 143 and 144 of the record. With the leave of the court, one additional ground of appeal was later filed. It is ground 2.

In pursuance of the prosecution of the appeal, appellant’s brief of argument settled by S.A. Asemota, SAN., dated 5th June, 2009 was filed on same date.

A sole issue for determination was distilled for determination, thus: