Ndo State & Ors V. Okitipupa Oil Palm PLC & Ors (2015)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

MOJEED ADEKUNLE OWOADE, J.C.A. (Delivering the Leading Judgment)

This is an appeal against the Ruling of the Federal High Court sitting in Akure, Ondo State, delivered by Honourable Justice I. M. Sani on the 28th day of October, 2013.

The Respondents by a petition dated the 19th day of April, 2012 commenced an action against the appellants seeking various reliefs pursuant to Section 299,301, 310, 311 (2) of the Companies and Allied Matters Act, 2004 (CAMA) as well as Section 251 (1) (e) of the Constitution of the Federal Republic of Nigeria 1999 (as amended).

The reliefs claimed by the Respondents as petitioners as contained in paragraph C (1 – 10) of their petition are as follows:

(1) A DECLARATION that the purported removal (vide the letter of the 3rd Respondent to the 3rd petitioner dated 13th March, 2012) of the General Manager from office by the Ondo State Government, its agents or servants, whosoever deriving authority from it, is illegal, null and void as being against the provisions of Companies (and Allied Matters) Act 2004, Memorandum and Articles of Association, interest of the shareholders and members of the 1st

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petitioner and its members.

(2) A DECLARATION that the purported appointment of another General Manager and or Managing Director (vide the letter of the 3rd Respondent to the 3rd petitioner dated 13th March, 2012) and other officers for the 1st petitioner by the Ondo State Government, its agents or servants or whosoever deriving authority from it, is illegal, null and void and contrary to the provisions of Companies (and Allied Matters) Act 2004, Memorandum and Articles of Association and the judgment of this Honourable Court in FHC/AK/CS/49/96 Ologunleko & Ors. V. Military Administrator Ondo State & Ors.

(3) A DECLARATION that Ondo State Government is not a member and shareholder of the 1st petitioner and as such has no power to appoint Directors or intefere with the management and day to day running of the 1st petitioner.

(4) A PERPETUAL INJUNCTION restraining Ondo State Government, through the 1st Respondent, its agents or servants and whosoever deriving authority from it from interfering with or appointing Directors to the Board of the 1st Petitioner.

(5) A PERPETUAL INJUNCTION restraining the Respondents, their agents, servants,

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and other such representatives from intermeddling with affairs of the said 1st petitioner except in accordance with its Memorandum and Articles of Association and/or the Companies and

(6) A PERPETUAL INJUNCTION against the 7th Defendant stopping him from parading himself as the Managing Director of the 1st petitioner, except in conformity to the procedure as enunciated in the Memorandum and Articles of Association of the Company and the Companies (and Allied Matters) Act 2004.