Shofolahan Sunday O. & Ors V. Bank Phb PLC & Ors (2016)

LawGlobal-Hub Lead Judgment Report – COURT OF APPEAL

UGOCHUKWU ANTHONY OGAKWU, J.C.A. (Delivering the Leading Judgment)

The Appellants were shareholders and/or members of the 1st Respondent bank, Bank PHB PLC. The Appellants presented a Petition at the Federal High Court, Lagos in Suit No. FHC/L/CP/303/2011: SHOFOLAHAN SUNDAY O. & ORS. vs. BANK PHB PLC & ORS. on the ground that the continuing efforts and/or acts of the 2nd?13th Respondents with respect to the conduct of the affairs of the 1st Respondent bank was illegal and oppressive to the prejudice of the shareholders and/or members of the bank. The Appellants consequently claimed the following reliefs:

1. An Order that 2nd-13th Respondents and CBN and/or its Governor jointly and/or severally render an account of their dealings in the affairs of the Bank whether by themselves, personally or through their agents, servants, officials and/or privies.

?2. An Order restraining the 2nd?13th Respondents and/or the CBN jointly and/or severally whether by themselves or through their agents, servants, officials and/or privies from disposing off and/or selling or in any manner whatsoever alienating any of the

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Bank?s investments and other assets including but not limited to the Bank?s business, operations and affairs to Habib or any other person and/or in any manner whatsoever altering the shareholding structure of the bank in favour of Habib or any other such entity.

3. An Order setting aside, nullifying and/or invalidating all and any steps and/or decisions taken by 2nd?13th Respondents and the CBN and/or its Governor in the affairs and business of the Bank from the said October 2009 till date other than those in the ordinary course of the day to day business and operations of the bank.
4. An Order that a general meeting of the members of the Bank be convened forthwith for the purposes of, inter alia, the receipt and consideration of the account of the 2nd?13th Respondents and the CBN and/or its Governor?s dealings in the affairs and business of the Bank as prayed under the foregoing Relief No. 1 hereof and the election of Directors of the Bank out of its members other than any of the 2nd ? 5th Respondents; and such meeting to be subject to such directions as may be given in respect thereof.
5. An Order

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appointing the President of the Chartered Institute of Bankers or any other fit and proper person as may be nominated by the President of the Chartered Institute of Bankers under the directions of the Honourable Court as Receiver and Manger of the Bank to realize and secure the assets of the Bank pending the holding of the general meeting of members of the Bank as prayed under the foregoing relief No. (iv) hereof.

6. An Order that the costs of this action be personally borne and paid for the 2nd?13th Respondents and the CBN jointly and/or severally.

Upon service of the Petition, the 1st?13th Respondents and the 15th Respondent/Cross Appellant could not say their way clear with the competence of the Petition. They consequently filed preliminary objections challenging the competence of the Petition. The lower Court, Coram: Archibong, J., upheld the said objections and dismissed the Petition. The said Ruling of the lower Court delivered on 8th June 2011 is at pages 740-749 of the Records.

The Appellants were dissatisfied with the said Ruling and they appealed against the same. The 15th Respondent/Cross Appellant equally dissatisfied that

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the lower Court did not consider the issues it raised in its own preliminary objection cross-appealed against the said decision.

In line with the stipulations of the Rules of Court, the Records of Appeal were compiled and transmitted after which Learned Counsel for the parties filed and exchanged briefs of argument. The extant briefs on which they appeal was argued are:

1. Appellants? brief of Argument filed on 14th September 2011.
2. 1st?13th Respondents? Brief filed on 6th December 2013 but deemed as properly filed and served on 4th June 2014.
3. Amended 15th Respondents? Brief filed on 23rd October 2014 but deemed as properly filed and served on 24th February 2016.
4. Appellants? Reply to 1st?13th Respondents? Brief filed on 14th July 2014 but deemed as properly filed and served on 24th February 2016.
5. Amended Appellants? Reply to the 15th Respondents? Brief filed on 26th February 2016 but deemed as properly filed and served on 12th October 2016.
6. Cross Appellants? Brief filed on 30th January 2013.

?The 1st?13th Respondents filed a notice of

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