U. O. O Nigeria Plc V. Mr Maribe Okafor & Ors (2016)

LawGlobal-Hub Lead Judgment Report

SIDI DAUDA BAGE, J.C.A. 

This appeal is against the Judgment of the Federal High Court, per Okeke J, delivered on the 17th day of May, 2013,

The Respondents, who were Defendants at the Lower Court desired to disinvest from the Appellant Company (Plaintiff at the Lower Court). As a result of this desire to disinvest, the Board of Directors of the Appellant Company sometime in 2005 retained the services of Remtek Investment Limited for the purposes of evaluating the unit price of the Shares of the Appellant.

?This assignment was carried out in collaboration with other professional parties namely Mr. Felix Ogbonna, an estate valuer, Mr. Massey U, an estate valuer, Mr. B. C. Onyinwa, a chartered accountant, Young Ikezie, a chartered accountant and Mr. P. I. Nwolorie, a capital market operator. A committee which comprised some of the Respondents was eventually set up to review the report of the valuation exercise. At the end of the exercise a unit price of N1.50 per share arrived at by Remtek Investment Ltd., was rejected. The Board of Directors of the Appellant Company and the Respondents agreed to

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a unit price of N2.65 per share.

The Annual General Meeting of the Appellant Company duly convened on the 9th of March, 2007 at Aba, Abia State was to present the valuation report and adopt this price of N2.65 per share as special business of the Annual General Meeting.

As the meeting commenced, the Chairman of the Board of Directors of the Appellant Company who testified as the PW1, Nze Edozie Uche Okafor, in the Lower Court, stood up to read his address and midway into his address as Chairman of the Appellant Company at the meeting of shareholders, and upon the mention of N2.65 per unit of the shares of the Appellant Company, commotion erupted. Some of the Respondents walked up to the Chairman, seized the microphone from him and chaotic situation arose causing the meeting to be in disarray. Fearing for their lives, the Chairman adjourned the meeting and members dispersed including the Policemen invited to provide security at the venue of the meeting who could not control the chaos.

?It was after the adjournment of the meeting that it was later learnt that some of the Respondents regrouped and purported to have removed Nze Edozie uche okafor as

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the chairman of the Appellant company without affording him an opportunity to defend himself of whatever allegation made against him. The purported removal was also in breach of clause 80 (d) of the Articles of Association of the Appellant Company.

It is in the light of the above, that a writ of Summons was taken out in the name of the Appellant company to challenge the purported removal of its life Chairman, Nze Edozie Uche Okafor, amongst other reliefs.

The writ of Summons dated and filed on the 21st day of March, 2007 against the Respondents (as Defendants at the Lower Court) was by an order of Court made on the 11th day of November, 2008, Amended, and the Amended statement of Claim dated 11th day of November, 2008 was filed on the 12th day of November, 2008. The Amended Statement of claim in the name of the Appellant Company sought the following reliefs;

a. A DECLARATION that the purported removal of the Chairman of the Board of Directors, Nze Edozie Uche Okafor from office at the Annual General Meeting of 9th March 2007 is unlawful, illegal, null and void the proceedings if any not having been conducted in compliance with the Articles of