Nib Investment (West Africa) V. Chief a. O. Omisore & Ors (2005)

LawGlobal-Hub Lead Judgment Report

CLARA BATA OGUNBIYI, J.C.A.

The appeal at hand is against the ruling of the Federal High Court, Lagos Division, delivered by Honourable Justice Dan D. Abutu, on the 29th October, 2002, in suit No. FHC/L/CS/867/2001. The court upheld in the main, the defendant’s/respondent’s objection, dated 30th October, 2001, that the plaintiff/appellant’s had no locus standi to institute the action. The plaintiff was the respondent to that motion, at the lower court and is now the appellant in this court, and its action was instituted by writ of summons and statement of claim, dated 17th October, 2001 respectively, against the defendants/applicants, who are the respondents in this court. The lower court consequent to the objection struck out the appellant’s suit. The appellant is greatly dissatisfied and the reason for filing an appeal against the said decision.

For the purpose of better understanding of this case, the brief background facts would be necessary and needful. The plaintiff/appellant sometimes in 1957, came to Nigeria from the United Kingdom and set up the 6th defendant/ respondent (Glanvill Enthoven & Company (Nig.) Ltd.) in Nigeria, in conjunction with the old National Bank of Nigeria, which had a small share participation, and for the purposes of transacting insurance brokerage/broking services. Following the promulgation of the Nigeria Enterprises Promotion Decree 1976, which placed insurance business in Schedule 11 thereof, requiring Nigerians to hold at least 60% of the 6th defendant equity, 6th defendant shareholding was re-structured and allotted in the following particulars:-

(a) NIB Investment (West Africa) (plaintiff/appellant) – 40%

(b) Ometa Company – 55%

(c) Staff Trust of the 6th defendant – 5%

Further still and in 1991, there was a restructuring of the 6th defendant in the following particulars:-

(a) NIB Investment (West Africa) (plaintiff/appellant) – 28%

(b) Ometa company – 38%

(c) Staff Trust of the 6th defendant – 5%

(d) Kailash Weaving & Manufacturing – 17.25%

(e) Omis Investment Ltd. – 11.25%

On his Statement of claim, the plaintiff/appellant further claimed that by the same restructuring process, the following shareholders were entitled to appoint directors to the board of the 6th defendant in the following particulars.

(a) Investment (West Africa) (plaintiff/appellant) – 3 directors