Nigeria Spanish Eng. Co. Ltd & Anor V. Olympic Steel Mill Hongkong Ltd & Ors. (2000)

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MUNTAKA-COOMASSIE,  J.C.A.

This is an application brought pursuant to Order 3 Rule (1); Order 6 Rule 2 of the Court of Appeal Rules and section 18 Court of Appeal Act, 1976. In this application, the parties have held drastically different and divergent views leading to a marathon and arduous session of the year. Happily, learned counsel for the parties admiringly conducted themselves in a most dignifying manner expected of any mature counsel under our system.

The antecedents of this application are as diverse as the application itself.

Both parties had an occasion to approach the court in a different manner before they finally brought themselves to this court. Previously, they were at Federal High Court at Kano, Lagos, Kaduna and Abuja over virtually the same issue, namely, entangled company managerial issues which seem to be unending.

Be that as it may, the applicants herein filed. On 20/1/2000, an application dated 14th day of January, 2000 seeking for the following orders:-

(a) AN ORDER of Departure from the rules of this court to allow the appeal to be heard on the bundle of papers marked Exhibit A attached herewith and to abridge the time within which the parties shall file their briefs of arguments.

(b) AN ORDER granting accelerated hearing of this appeal.

(c) AN ORDER granting leave to amend the notice and grounds of appeal filed and also to include additional grounds of appeal and deem the amended notice of appeal as duly filed.

(d) AN ORDER of injunction restraining the respondents by themselves, servants, agents from interfering with the position of the 2nd applicant and his two nominees to the Board of Directors of the 1st appellant namely Alhaji Dahiru Wada and Alhaji Mansur Wada who are executive directors of the company in their management and control of the 1st appellant’s company pending the determination of the Appeal herein.

A five-paragraph affidavit was filed in support of this application sworn to by a litigation officer in the firm of Kayode Olatunji and Co., they relied on all the paragraphs of the affidavit in support. Reliance is also placed on a three- paragraph further and better affidavit dated 24/1/2000 and filed on the same date. Learned counsel for the applicants also relied on another further and better affidavit (No.2) filed on 3rd February, 2000.

On 3/4/2000 when this particular application was moved, Mr. O. Ojo, learned counsel for the respondents did not oppose the granting of prayers (a), (b) and (c), same were ordered as prayed. Learned counsel for the respondents vehemently opposed the granting of injunction order in prayer (d) thereof. This court allowed the commencement of the arguments on prayer (d).

In moving his application on prayer (d), learned counsel for the applicants, Mr. Olatunji indicated that the substance of this prayer (d) is that the status quo ante bellum shall be maintained in respect of the Board of Directors of the 1st appellant in the management and control of the 1st applicant’s company as reflected and shown at pages 9 and 10 of the record of proceedings (Exh. A) pending the determination of the appeal. Learned counsel then referred to the exhibits filed by the respondents as affidavits in support of their originating summons at the lower court leading to the judgment appealed against. According to the learned counsel, the case for the respondents at the lower court was an order of the lower court to hold the general meeting in order to pay the staff salaries, to file annual returns of the company and to preserve the assets of the 1st applicant. He then referred this court to paragraph 2(c) of their further and better affidavit which says:-

”That the purported meeting held on 6th August, 1999 by the 1st respondent at NICON NOGA HOTEL ABUJA purportedly on the judgment of the lower court appealed against since 1st August, 1997 was a kangaroo meeting as contrary to the purpose the purported meeting was sought the 1st respondent held the kangaroo meeting and purport to dissolve the board of the 1st respondent, a private company and appoint their Chinese brothers and wives into the Board of Directors. Attached herewith and marked Exh.A.A.A. are copies of the purported resolutions taken at the said meeting and filed at the lower court but not endorsed by the learned trial Judge.”

All along, the applicants’ counsel, in my view, was trying to tell this court that the order given to the respondents by the Federal High Court Abuja, lower court, to hold a general meeting was not carried out in accordance with the content of the order. The respondents failed to serve notice on the applicants and passed certain resolution outside the order of the court leading to the refusal of the lower court to endorse same.