National Palm Produce Association Of Nigeria Ltd (Gte) & Anor V. Udom Udom & Ors (2013)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

UZO I. NDUKWE-ANYANWU, J.C.A. (Delivering the Leading Judgment)

This is an appeal against the judgment of the Federal High Court sitting in Uyo in suit No. FHC/UY/CS/57/2010 delivered on 2nd day of March, 2011. Being dissatisfied, the Appellants who were plaintiffs in the court below filed a notice and three grounds of appeal. The Appellants as plaintiff filed an originating summons and claimed against the Respondents as defendants as follows:

“(a) A DECLARATION that the purported emergency executive meetings or executive meetings of National Palm Produce Association of Nigeria Limited by Guarantee alleged held on 18th January, 2010, 25th January, 2010 and 1st February, 2010 were and are invalid having regard to the provisions of the Memorandum and Article or Association of National Palm Produce Association of Nigeria Limited by Guarantee and of the Companies and Allied Matters Act.

(b) A DECLARATION that all the actions taken howsoever and the entire proceedings of the purported executive meetings of National Palm Produce Association of Nigeria Limited by Guarantee allegedly held on 18th January, 2010, 25th January, 2010 and 1st February, were and are null and void for substantial non-compliance with the provisions of the Memorandum and Articles of Association of National Palm Produce Association of Nigeria Limited by Guarantee and of the Companies and Allied Matters Act.

(c) AN ORDER OF PERPETUAL INJUNCTION restraining the Defendants from interfering or disturbing howsoever the status quo of National Palm Produce Association of Nigeria Limited by Guarantee, Akwa Ibom State Chapter with the 2nd Plaintiff as the Chairman until the end of his tenure by effluxion of time.

(d) AND FOR SUCH FURTHER ORDER (S) as the Honourable Court may deem fit to make in the circumstances of this case.”

The Appellants/Plaintiffs filed an affidavit of 17 paragraphs and annexed several exhibits. The Respondents as Defendants filed a 41 paragraphs affidavit and annexed several documents. Several other affidavits were subsequently filed by both parties. At the end of these exchanges and trial the learned trial Judge gave her considered judgment.

The Appellants were dissatisfied with the judgment as there was no decision on the issues articulated for determination in the trial court.

The Appellants had complained that the Respondents had held illegal meetings contrary to the Memorandum and Articles of Association. Also that the respondents illegally purported to suspend the 2nd Appellant as Chairman of the 1st Appellant.

The Appellants filed their brief on 6th day of September, 2011 and articulated three issues for determination as follows:

“(i) Whether the learned trial Judge made a correct approach to the affidavit evidence by both parties before the Court by coming to a conclusion on the affidavit evidence by the Defendants alone that “two issues called for the Court’s determination here namely, (1) Effect of the suit still pending at the Magistrate Court, Uyo (2) The special meeting held on 1st February, 2010 wherein 2nd Plaintiff was suspended,” without considering that of the Plaintiffs at all or determining whether the meeting purportedly held by the Defendants on 1st February was lawful and/or proper?

(ii) whether the learned trial Judge was right in holding to the effect that discussing the issue whether the purported emergency executive meetings or executive meetings of National palm Produce Association of Nigeria Limited by Guarantee (NPPAN) allegedly held on 18th January, 2010 25th January, 2010 and 1st February, 2010 were and are valid having regard to the provisions of the Memorandum and Articles of Association of National Palm Produce Association of Nigeria Limited by Guarantee and of the Companies and Allied Matters Act, “will amount to academic exercise and waste of Court’s time?

(iii) whether the learned trial Judge was right to hold that Elder J.A. Simon cannot act as the Chairman of National Palm Produce Association of Nigeria Limited by Guarantee, Akwa Ibom State Chapter, until the Court finds 2nd Plaintiff guilty,” in the circumstances of the case?”

The Respondents filed their brief on 2nd October, 2012 but deemed properly filed and served on 27th November, 2012. The Respondents formulated a lone issue for determination, namely: