Mrs. Ethel Onyemaechi David Orji V. Dorji Texiles Mills (Nig) Ltd (2009)

LAWGLOBAL HUB Lead Judgment Report

NIKI TOBI, J.S.C.

The appellant, as applicant, asked for the following reliefs at the Federal High Court, Port Harcourt, in an originating summons:

(i) That an Extraordinary General Meeting of the company and the Board may be convened by the court for the purpose of considering and if thought fit passing the Resolution as set forth in the schedule hereto;

(ii) That the court may give directions as to the manner in which the said meeting is to be called, held and conducted and all such ancillary and consequential directions as it may think expedient.

(iii). That the court may direct that applicant be allowed to attend any general meeting or other meeting of the 1st Respondent and its board and to speak and vote on any resolution before the meeting and to participate in the business and activities of the 1st Respondent company without obstruction, restraint or interference by the 2nd and 3rd respondents, their servants, agents, privies workers howsoever.

(iv) That the court may direct that applicant be allowed right of entry into the offices and premises of 1st respondent to attend meetings and participate in the business, activities and affairs of the 1st respondent company.

(v) That the court may declare that applicant as director and share holder of the 1st Respondent company is entitled to all proprietary rights and profits accruing to the 1st Respondent company.

(vi) That the costs of this application be provided for.”

The appellant swore to a 17-paragraph affidavit in support of the originating summons. The 3rd respondent swore to a counter-affidavit of 10 paragraphs. The appellant also swore to further and better affidavits.She exhibited Particulars of Director shares allotted, Memorandum and Articles of Association and all that. The 3rd respondent also swore to a further counter-affidavit.

The learned trial Judge did not see any merit in the case of the appellant. Dismissing the originating summons, the learned trial Judge said at page 102 of the Record:

“In conclusion, after a careful consideration of all the documentary evidence before me, in the instant case, I hold that the present Application fails on the ground that the Applicant has not satisfactorily proved before this Court that she is a shareholder, member/director of the Respondent Company entitled to seek for the relief claimed in the Originating Summons pursuant to the provision of Sec. 223 of the Companies and Allied Matters Act 1990, It is hereby dismissed.”

Dissatisfied, she appealed to the Court of Appeal. That court also dismissed the appeal. The court in a majority judgment said at page 158 of the Record:

“From all I have said in the judgment, I find the appeal lacking in merit and I hereby dismiss it.”

Still dissatisfied, the appellant has come to this court, Briefs were filed and duly exchanged, The appellant formulated the following issues for determination: