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Home » Nigerian Cases » Court of Appeal » U. O. O Nigeria Plc V. Mr Maribe Okafor & Ors (2016) LLJR-CA

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

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

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Association of the Company and the Companies and Allied Matters Act.

b. A DECLARATION that the offices of the Chairman and other members of the Plaintiffs Board of Directors prior to the annual General meeting of March 9, 2007 are still subsisting until otherwise determined in accordance with the Memorandum and Articles of Association of the Plaintiff Company.

c. A DECLARATION that the purported appointment of the 1st Defendant as the Chairman/Managing Director by the Defendants in whatever capacities in pretentious running of the Plaintiffs affairs are illegal null, void and of no effect whatsoever.

d. A DECLARATION that all acts done and/or duties performed purported by the 1st to 9th Defendants in whatever capacities in pretentious running of the Plaintiffs affairs are illegal, null, void and of no effect whatsoever,

e. A mandatory order directing the Defendants jointly and severally to hand over all the Plaintiffs properties unlawfully removed by them and to account for and refund all monies remunerations dividends other financial or other benefits derived or received by them in their purported pretended and/or illegal operation of the

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Plaintiff Company.

f. AN ORDER directing the Defendants jointly and severally to render Account of all their dealings in the name of the Plaintiff company from 13n day of March, 2006 till judgment in this suit.

See pages 420 – 424 of Volume L of the Record,

In response to the Amended Statement of Claim, the Respondents filed an Amended Statement of Defence and Counter Claim dated 24th day of March 2009 on the 24th day of March, 2010. In the said Amended Counter-Claim, the Respondents Counter-Claimed as follows:

1.1 A declaration that the Defendants, as shareholders of U.O.O Nigeria Plc have the legal right to disinvest in the Company and take away whatever belongs to them by way of cash, shares, dividends, benefits, profits and other entitlements’

1.2. An Order of Court compelling the Plaintiff to allow the Defendants to disinvest in the company and take away whatever they are entitled to by way of cash, shares, dividends, profits, benefits and all entitlements that accrued to them as investors/shareholders in the company

1.3 An Order of Court compelling the Plaintiff settle and pay to the Defendants the total cash value of their

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investments/share holdings dividends, profit and other entitlements which accrued to them jointly and severally as investors/shareholders in the company

1.4. An Order of Court constituting or directing the Plaintiff to constitute a 10 man committee made up of nominees of both parties to work out modalities for the disinvestment/settlement of the Defendants within 14 days from the date of judgment

1.5. An Order of injunction restraining the Plaintiff and any person(s) claiming to be its agents or representatives, particularly Edozie Okafor and Abalonye Okafor from selling, mortgaging and in any other way howsoever disposing of the company’s assets for any other purpose whatsoever until the Defendants are fully settled.

1.6. An Order of Court directing that all title documents of landed properties belonging to the Plaintiff be deposited with and custody thereof retained by the Deputy Chief Registrar of this Court until the Defendants are fully settled.

?In response to the Amended Statement of Defence and Counter-Claim, in the name of the Appellant Company was filed a Reply to the Respondents’ Amended Statement of Defence and also a defence to

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the Counter Claim. See pages 641 653 of the Record. With the filing of the above mentioned processes, pleadings were thus closed.

The Appellant Company called seven witnesses and tendered several documents while the Respondents called one witness at the trial.

At the conclusion of trial, the parties filed Written Addresses. The Respondents address filed on the 23rd of January 2012 can be found at pages 730-747 of the Record. The Respondents formulated four issues for determination.

The Appellant’s final address, in which two issues were formulated for determination, was dated and filed on the 29th day of June 2012. See pages 757 -780 of the Record.

The Respondents’ Reply on points of law to the Appellant’s final address was filed on the 17th of October, 2012 though dated 18th October, 2012. See pages 817 -825 of the Record.

The final addresses were adopted by the parties on the 18th day of December, 2012.

?The Lower Court delivered its considered Judgment on the 17th day of May 2013 wherein it dismissed the Appellant’s suit and granted in part the Defendant’s Counter-Claim. The Lower Court pronounced as follows:

I therefore hold

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that PW1 Nze Edozie okafor was validly removed as the chairman of the plaintiff company and Mr. Amaribe okafor validly elected the new chairman. ..All the reliefs claimed by the plaintiff fail, and are accordingly dismissed.

On the Counter-Claim, the Court held thus:

In the interest of justice it is ordered as follows:

(1) That Mr. Amaribe Okafor as the Chairman of the Plaintiff Company in collaboration with the Management of the Company constitutes a twelve man Committee to work out modalities for the disinvestment/settlement of the Defendants and other shareholders of the Company on the true and current value of the Company.

(2) That the Plaintiff Company, its former Chairman, the Directors and officers are restrained from selling further mortgaging and in any other way howsoever, from disposing of the Company’s assets for any other purpose until the full settlement of the Defendants and other shareholders who wish to disinvest.

?It is against this judgment of the Lower Court which the Appellant Company is completely dissatisfied with, that a Notice of Appeal dated 8th of July, 2013 was filed at the Registry of the Lower Court on the

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9th day of July, 2013. See pages 908 – 911 of Vol. II of the Record.

The Appellant’s Amended Notice of Appeal filed on the 11th day of March 2015 was deemed properly filed by an order of this Court. This Appellant’s brief therefore is prepared on the basis of the Amended Notice of Appeal filed on the 11th day of March, 2015.

The Brief of Argument of the Respondents in response to the Brief of Argument in the name of the Appellant Company was dated 6th day of May 2015 and opposed the Appeal against the Judgment of the Federal high Court Lagos delivered by Hon. Justice O. I. Okeke (rtd) in Suit No: FHC/L/CS/269/2007 : U. O. O. Nig Plc. Vs. Maribe Okafor & Ors, pronounced on 17th day of May 2015, whereby the Lower Court dismissed the Claims of the Appellants and granted part of the Counter-Claims of the Respondents.

?The summary of facts in this Appeal according to the Respondents is that the Appellant Company which was the Plaintiff at the Lower Court is a Public Limited Liability Company while the Respondents who were Defendants are some of its shareholders and members. The Appellant Company was originally formed as a trading company by

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its founding Directors who in their life time conducted the affairs of the Company peacefully without bitterness or rancor.

Majority of the shareholders (now Respondents) and the PW1 (Nze Edozie Uche Okafor) are children of the founding Directors of the Appellant.The PW1 as the Managing Director conducted the affairs of the Appellant Company without regard to the provisions of the Companies and Allied Matters Act and this led to crises of confidence between him and the Respondents.

At the 29th Annual General Meeting (AGM) of the Appellant Company held at Aba-Abia State on 9/3/2007, the majority of the shareholders voted for the removal of the PW1 as the Chairman of the Board of Directors/MD and replaced him with the 1st Respondent, Amaribe Okafor.

Consequently, the PW1, using the name of the Company as a camouflage, instituted the action that led to this Appeal, to reclaim his position, asserting that he was the life Chairman of the Board of Directors and Managing Director for life by virtue of the Memorandum/Articles of Association of the Company.

?The Appellant Company has formulated three (3) issues for determination as follows:

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1.) Whether the Lower Court was right when it dismissed the claims of the Appellant and further held that the PW1, Nze Edozie Okafor was validly removed as the Chairman of the Appellant and Mr. Amaribe (sic) Okafor validly elected the new Chairman of the Appellant Company? Grounds 1 & 3 of the Amended Notice of Appeal.

2.) Whether the PW1, Nze Edozie Okafor lacked the locus to preside order a meeting of the Board of Directors of the Appellant that authorized the institution of this case at the Lower Court?

(Ground 2).

3.) whether the Lower Court was right when it granted in part, the Respondents, Counter Claim?

(Ground 4)

The Respondents have adopted the three (3) issues formulated by the Appellant Company.

This Court, having carefully examined the issues formulated and adopted by the protagonists in this Appeal, shall proceed in its determination of the Appeal predicated on the issues so formulated.

The arguments of Learned counsels are allowed to flow into a single stream of tripod convergence, after which a sole boundary is set by this Court to their submissions, in an integrated and holistic, organic approach.

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ISSUE NO. 1

Whether the lower Court was right when it dismissed the claim of the Appellant and further held that the PW1, Nze Edozie okafor was validly removed as the chairman of the Appellant and Mr. Amaribe okafor validly elected the new chairman of the Appellant?

This issue is coined from grounds 1 and 3 of the Amended Notice of Appeal.

The main thrust of the argument of Learned Counsel for the Appellant Company is 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 will the Articles of Association of the Company and the Companies and Allied Matters Act.

Learned Counsel for the Appellant Company submitted that the Memorandum and Articles of Association of a Company form the basis of the contract under seal between the Company and its Members and cites Section 47 (1) of the Companies and Allied Matters Act, Cap C.20 Laws of the Federation of Nigeria which provides as follows:

(1) Subject to the provisions of

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this Act, the Memorandum and Articles, when registered, shall have the effect of a contact under seal between the company and its members and officers and between the members and officers themselves whereby they agree to observe and perform the provisions of the Memorandum and Articles, as altered from time to time in so far as they relate to the Company, members, or officers as such.

See also Longe vs. F.B.N. Plc (2006) 3 NWLR (Pt 967) P.228 at Page 269 Paras. A-C; Ladejobi vs. Odutola (2002) 1 WRN 94 P.120; Obikoya vs. Ezenwa (1973) 8 N.S.C.C, 504; Yalaju-Amaye Vs. A.R.E.C. Ltd (1990) 6 SC 157 at 174.

Clause 80 (d) of the Articles of Association of the Appellant company made Nze Edozie okafor a life director and the chairman, Managing Director and Chief Executive of the Appellant Company for life. He was also made the chairman of the Board of Directors of the Appellant company for life. The said clause 80 (d) of the Articles provided as follows:

(d) Mr. Edozie Uche Okafor, having been nominated by Chief Uche Okafor to succeed him as the Chairman, Managing Director / Chief Executive of the Company is hereby made a life Director of the Company

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and the Chairman, Managing Director and Chief Executive of the Company for life. The said Edozie Uche okafor is hereby made the chairman of the Board of Directors for life. Any contrary provisions to this effect on this Article of Association is to be interpreted subject to the provision of this clause.

Clause 80 (f) of the said Articles further provided that:

“(f) The Managing Director /Chief Executive shall appoint his nominee as his successor in office”‘

See also  Aishatu Kausani & Ors V. Wada Kausani & Ors (1999) LLJR-CA

It was the understanding of Learned Counsel for the Appellant Company that from the above provisions of the Articles of Association of the Appellant Company, unless Nze Edozie Uche Okafor dies, he remains the Chairman of the Board of Directors of the Appellant Company.

It was the contention of the Learned Counsel for the Appellant Company that until the said Articles of Association is amended, altered or changed, the provisions remain sacrosanct and has the effect of legislation.

In Orji Vs. Dorji iles Mills (Nig) Ltd. & Ors. (2009) 18 NWLR (Pt.1173) Pg.467, the Supreme Court, per Tobi JSC at page 496 Paras. C – E, held as follows:

Companies have the legal right to amend, alter or change their Memorandum and Articles of

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Association’ They also have the right to amend, alter and change their particulars of director. This is clearly provided in Form C07 as follows:

Particulars of Directors or any change therein”‘ See Yalaju Amaye Vs. A. R E. C. Ltd. (1990) 4 NWLR (Pt 145) 422. If any alteration or change is carried out in accordance with the provisions of CAMA, a Court of Law is not competent to hold against the alteration or change.

The Supreme Court went further to hold thus:

” Section 44 – 46 of CAMA provide for the alteration of the Memorandum and Articles of Association and where a Company complies with the provisions, that is the end of the matter”.

The Learned Counsel for the Appellant Company submitted that the Board of Directors or Members of the Appellant Company did not amend, change or alter clause 80 (d) of the Articles of Association of the Appellant Company before purporting to remove Nze Edozie Uche Okafor as the Chairman of the Appellant Company,

The removal of Nze Edozie Uche Okafor was hinged on a motion purportedly moved and supposedly passed at the Annual General Meeting of the Appellant Company held on the 9th of March, 2007 after

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the Chairman had adjourned the meeting because of threatened and actual violence at the said meeting.

It was therefore inconceivable for the Lower Court to come to the conclusion that Nze Edozie Uche Okafor was “validly removed and Amaribe Okafor validly elected” as Chairman of the Board of Directors of the Appellant Company at the said Annual General Meeting.

Maribe Okafor could not have been validly elected as the Chairman of the Board of Directors of the Appellant Company because Nze Edozie Uche Okafor is the Chairman of the Appellant’s Board of Directors of the Appellant Company for life and Maribe Okafor was not even a Director of the Appellant Company.

It was the contention of the Learned Counsel for the Appellant Company that the purported removal of Nze Edozie Uche Okafor as Chairman of the Board of Directors of the Appellant Company is not valid in the face of the non-service of notice for the removal of the Chairman. The removal was not on the agenda for the meeting of March 9,2007.The ‘Notice of the 2F Annual General Meeting” of U. O. O. Nigeria Plc stated that the meeting was “to transact the ordinary business of an annual general

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meeting’. The “special business” was to “receive and adopt N2.65k as the value of each share of U. O. O. Nigeria Plc as agreed by the members of Revaluation Committee.” The said notice can be found at page 6 of the Record.

Section 218 (3) of CAMA clearly provides that:

?No business may be transacted at any general meeting unless notice of it has been duly given”.

Learned Counsel for the Appellant Company asserted that Section 36 of the Constitution of the Federal Republic of Nigeria 1999 (as amended) grants to every citizen right to fair hearing; particularly Sections 36 (1) & (6). Section 36 (1) of the Constitution (supra) provides that:

In the determination of his civil rights and obligations, including any question or determination by or against any government or authority, a person shall be entitled to a fair hearing within a reasonable time by a Court or other Tribunal established by law and constituted in such a manner as to secure its independence and impartiality.

See also FRN Vs. Akubueze, (2010) 17 NWLR (Pt.1223) Pg.525; Adamu vs. Said (1997) 5 NWLR Pt 504 P.205; Ndu vs. State (1990) 7 NWLR Pt. 154 P.550; Dingyadi

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vs. INEC (NO.1) (2010) 18 NWLR Pt. 1224 P.1 at P.90.

The totality of the Brief of Argument of the Learned Counsel for the Appellant Company is designed to show at pages 627 -633 of Vol. II of the Record that the Chairman of the Appellant was removed without regard to the Articles of Association of the Appellant and without affording him a fair hearing, the meeting and the decision removing the Chairman was a nullity’

The Learned Counsel for the Respondents submitted that the Lower Court was absolutely right when it dismissed the claims of the Appellant company and further held that the Pw1, Nze Edozie Okafor, was validly removed as the chairman of the Board of Directors of the Appellant company and Mr. Maribe Okafor elected the new Chairman of the Appellant Company.

?The Learned Counsel for the Respondents maintained that in the first place, it was not in dispute as admitted by the PW6, Chief Anthony Onyenedum, that majority of the Shareholders voted for the removal and replacement of the PW1 as the Chairman of the Appellant Company at its AGM held on 9 /3 /2007. The act of the shareholders is in law, deemed to be the act of the Company itself.

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The relevant portions of the evidence of the PW6 where he stated that majority of the shareholders at the said AGM voted for the removal of the PW1 as the Chairman of the Board of Directors of the Appellant Company are at pages 680 – 681 of the Record of Appeal. He admitted that the motion for the removal of the PW1 was duly considered and votes taken whereby majority of the shareholders voted to remove the Chairman and replace him with Mr. Maribe Okafor.

Learned Counsel for the Respondents therefore submitted that so long as “Majority of the share holders” as stated by the PW6 voted for the removal of Mr. Edozie Uche Okafor (PW1) as the Chairman of the Company and also be replaced him with Maribe Okafor (1st Respondent) at the AGM of 9 /3 /2007, that conduct or exercise is in law and by virtue of S. 65 of CAMA deemed to be a lawful act of the Company (Appellant) itself.

?The Learned Counsel for the Respondents made reference to the fact that the Appellant’s Counsel relied on clause 80(d) of the Company’s Articles of Association which purportedly made Nze Edozie Okafor – a life Director and Chairman, Managing Director and Chief Executive

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of the Appellant for life and then submitted that the removal of the said Nze Edozie Okafor as the Chairman of the Appellant, is null, void and of no legal consequence in the absence of any amendment to the Articles. He cited Longe Vs. FNB Plc (2006) 3 NWLR (Pt. 967) at 228-269, Ladejobi Vs. Odutola (Z}AD 1 WRN 94 P.120, Obikoya Vs. Ezenwa (1973) 1 N.S.C.C, 504, Orji Vs. Dorji iles Mills (Nig) Ltd. (2009) 18 NWLR Pt.1173 P.467,lmperial Hydropathic Hotel Co. Blackpool Vs. Hampson (1883) 2 CH.D.I, among other authorities.

Learned Counsel for the Respondents asserted that firstly, the above authorities are inapplicable and distinguishable from this case because they dealt with removal of directors contrary to the provisions of the relevant Articles of Association of the Company. In the instant case, Nze Edozie Okafor was not removed as a Director of the Appellant but as the Chairman of the Board of Directors.

?By way of emphasis Learned Counsel for the Respondents submitted that the removal of Nze Edozie Okafor as the Appellant’s Board Chairman by the shareholders and members of the company at the 2007 AGM was not a contravention of the Articles and

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Memorandum of Association of the Appellant’ The principles of law adumbrated in the authorities cited by the Appellant’s Counsel dealt with “removal of directors” which requires special notice. Those authorities are not relevant to the issues presently under consideration.

Learned Counsel for the Respondents submitted that Nze Edozie Okafor who asserted that he had a contract with the Appellant Company and Shareholders by virtue of the Articles of Association which made him Chairman / Managing Director for life, ought to have sued the Company and possibly join the Shareholders through whom he was removed at the validly convened AGM, for breach of contract pursuant to the provision of S. 268 (2) of CAMA, initiating a personal action against the company was the only remedy open to him as a person aggrieved.

?The Learned Counsel for the Respondents argued that by virtue of Section 214 and 218 of CAMA, the removal, election, appointment of Directors etc, constitute one of the ordinary businesses of an Annual General Meeting. It was therefore submitted that so long as notices of the AGM were duly issued and served on all the Members Shareholders, it is

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presumed that the removal, election and appointment of Directors will inexorably form an integral part of the Ordinary business to be transacted. Any omission or error as to the general nature (agenda) of the business of an AGM shall not invalidate the meeting. See S. 218 (5) of CAMA.

Learned Counsel for the Respondents further submitted that any Director (like Nze Edozie Uche Okafor) who received due notice of the AGM, did not require any other notice to indicate that the removal, election or appointment of Director’s would likely take place at the AGM because by virtue of S. 218 (2) CAMA, “a statement that the purpose is to transact the ordinary business of an AGM shall be deemed to be a sufficient specification that the business is for election of Directors and by implication” Chairman of the Board of Directors/Managing Director.

Learned Counsel for the Respondents also submitted that contrary to the submissions in the Appellant’s Brief, Nze Edozie Okafor was not denied fair hearing before his removal as the Board Chairman cum Managing Director at the said AGM. The DW1, Amaribe Okafor, void the Lower Court that the AGM was conducted peacefully,

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that there was no chaos or riotous situation and that the PW1 (Edozie Okafor) left the venue of the meeting when the motion for his removal was moved. From the totality of the evidence adduced by the witnesses, Edozie Okafor left the meeting out of his own volition. The issue of denying him fair hearing did not therefore arise.

Learned Counsel for the Respondents asserted further that from the evidence of the PW6 Anthony Onyenedum who admitted that he was invited to testify by the same Edozie Okafor, motion for removal of Edozie Okafor was moved, supported and then votes taken with majority of the shareholders voting in favour of his removal. There was no evidence to show or suggest that the Shareholders precluded Edozie Okafor from defending the allegations of misconduct leveled against him before his removal. S. 36 (1) of the 1999 Constitution (as amended) and the case of FRN Vs. Almbueze (2010) 17 NWLR (Pt.1223) cited by Appellant’s Counsel are therefore inapplicable.

It was the submission of the Learned Counsel for the Respondents that the issue of fair hearing was neither raised nor given in evidence by Edozie Okafor who testified as the PW1 nor

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by any of his other witness. It was not made an issue at the trial and was never canvassed. It does not arise from the printed record and therefore cannot be made a Ground of Appeal or an issue in the Court of Appellant because, this appeal is not based on an application for enforcement of Edozie Okafor’s fundamental right to fair hearing.

Learned Counsel for the Respondents averred that by virtue of S. 240 (2) of CAMA, a Member can be chosen as Chairman at an Annual General Meeting if no Director was present. In the instant Appeal there was no evidence that at the time Maribe Okafor was chosen or elected Chairman by majority of the Shareholders that attended the AGM, a Director was present, more so when the former Chairman had voluntarily left.

Learned Counsel for the Respondents therefore submitted that the removal of Nze Edozie Okafor as the Chairman/Managing Director of the Appellant Company by the shareholders at the AGM of 9/3/2007 was valid and in accordance with due process.

ISSUE NO.2

?Whether the PW1, Nze Edozie Okafor lacked the locus to preside over a meeting of the Board Directors of the Appellant that authorized the

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institution of this case at the Lower Court.”

The arguments in respect .of issue No.1 are the main anchor of the submissions of Learned Counsel for the Appellant Company in addressing this issue.

Learned Counsel for the Appellant Company re-iterated that the removal of Nze Edozie Uche Okafor as the Chairman was a nullity having been done in disregard to the provisions of the Articles of Association of the Appellant Company and the provisions of the Companies and Allied Matters Act especially Section 262.

?He still remains the Managing Director/Chief Executive Officer of the Appellant for life and also a Director for life and that in his position as the Managing Director/Chief Executive Officer and a Director of the Appellant Company combined with the provisions of clauses 80 (f) and (S) of the Articles of Association of the Appellant Company he had the authority and power to instruct the institution of this case at the Lower Court. His attendance of the meeting as Chairman of the meeting where the decision of the Board of the Appellant was taken to institute this suit at the Lower Court was of no consequence. The meeting, could not have been

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chaired by Maribe Okafor, a person who is not a Director of the Appellant.

Furthermore, Section 260 of CAMA 2004, makes the acts of a Director, Manager or Secretary of a Company valid notwithstanding any defect that may afterwards be discovered. The said section provides as follows:-

?260 Validity of facts of Directors The acts of a director, manager; or secretary shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.”

Therefore even if Nze Edozie Uche Okafor was validly removed as Chairman, (though not conceded) of the Board of Directors of the Appellant Company, the decision of the Board of Directors, himself a Managing Director/Chief Executive Officer and a Director, in a properly constituted Board meeting authorizing the institution of this suit at the Court below cannot be faulted! The Court below failed to construe the effect of the position of Nze Edozie Uche Okafor as the “Managing Director/Chief Executive Officer” and ?Director for life” of the Appellant Company before reaching its decision to the effect that the “Chairman” having been removed as Chairman of the

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Appellant, the decision reached at the meeting is a nullity.

The appointment of a Chairman of the Board of Directors of a Company is that of the Directors by virtue of Section 253 (4) of CAMA and not that of the Annual General Meeting. The said Section 263 (4) of CAMA specifically provided as follows: -(3) The directors may elect a Chairman of their meetings and determine the period for which he is to hold office; but if no such Chairman is elected or if at any meeting the Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.

See also  Alhaji (Chief) Ayotunde Seriki V. Sefiu Olukorede Are & Ors (1999) LLJR-CA

The Board of Directors of the Appellant Company was not dissolved neither was Nze Edozie Uche Okafor restrained from the performance of his duties as the”‘Managing Director/Chief Executive Officer” of the Appellant. It is trite that the Managing Director/ Chief Executive Officer of a Company is the alter ego of the Company. He is the directing mind, soul, hands and legs of the Company. Nze Edozie Uche Okafor’s position as the Managing Director/Chief Executive Officer of the Appellant cannot be different!

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Aniagolu, JSC (as he then was) in Trenco (Nig.) Ltd. Vs. Africa Real Estate and Inv. Co. Ltd. (1978) N.C.L.R 230 at 240-242 stated as follows:

But a company, although a legal person is an artificial one which can only act through its human agents and officers. viscount Haldane L.C in Lennard’s Carrying Co. Ltd. vs. Asiatic Petroleum Co. Ltd, (1915) A. C. at 713; (1914 -50 All E. R Rep at 283) stated: My lords a corporation is an abstraction. It has no mind of its own any more than it has a body of its own; its active and directing will must consequently be sought in the person of somebody who for some purpose may be called an agent but who is really the directing mind and will of the corporation, the very ego and center of the personality of the corporation.

The Court further held thus:

This human personification of a company was clearly brought out by Dening L. l. in H. C. Bolten (Engr.) Co. Ltd. Vs. T. J. Grahim & Sons Ltd. Where he said (1957) 1AB. at 172- 173; (1956) 3 All ER At 630); A company may in many ways be likened to a human body. It has a brain and nerve center which controls what it does. It also has hands which

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hold the tools and act in accordance with directions from the center. Some of the people in the company are mere servant and agent who are nothing more than hands to do the work and cannot be said to represent the mind or will. Others are directors and managers who represent the directing mind and will of the company, and control what it does. The state of mind of this manager is the state of mind of the company and is treated by law as such. It follows that a company although having a corporate personality is deemed to have human personality through its officers and agents and will therefore, speaking generally, contract like an individual.

It was also held by the Supreme Court, per Iguh JSC, in Spasco Vehicle & Plant Hire co. Vs. Alraine (Nig) (1995) 8 NWLR pt. 416 p.655 at 873 Para E ? F that:

There can be no doubt that the Managing Director of a company is generally invested with wide implied or apparent authority to carry on the company’s business in the usual way and to do all acts and enter into all contacts necessary for the purpose.

?Relying on the above authorities, Learned Counsel for the Appellant Company contended

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that Nze Edozie Uche Okafor has the locus to chair the meeting of the Board of Directors of the Appellant Company wherein the decision to institute this action at the Lower Court was taken.

Learned Counsel for the Respondents submitted that the pW1, Nze Edozie Okafor, having been removed by the shareholders of the Appellant Company as the Chairman of the Board of Directors at its AGM on 9/3/2007, lacked the capacity or locus to summon and preside over any subsequent meeting of the Board as Chairman until his removal is set aside. see the case of Longe vs. FBN Plc (2006) ALL FWLR (pt 313), p.46 at 71, where it was held that a company chief Executive who has conceded that he was removed or suspended from office has no power to act in that capacity. In this case. Edozie Okafor, by the reliefs claimed, the pleadings and his evidence in Court clearly conceded that he was removed as chairman of the of the Appellant Company Board of Directors, though improperly, according to him.

Under cross examination at page 467 of the record, the said Edozie okafor as Pw1, stated inter alia

“I maintain that a meeting of the Board of Directors was held on 13th July

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2007 ratifying this suit against the Defendant. I summoned the meeting in my capacity as Chairman… I Presided at the meeting…”

The suit filed at the Lower Court, was in the main, seeking to nullify the removal of Edozie okafor as the Chairman of the Board of Directors of the Appellant Company and to re-instate him to that position. The totality of the evidence adduced at the Court below shows that he was ousted from that office by the shareholders at the AGM held on 9 /3 /2007 .

It was therefore submitted that until the reliefs sought were granted Edozie Okafor cannot justifiable Parade himself as the Chairman of the Board of Directors, summon or preside over any meeting of the Board of Directors of the Appellant Company in that capacity.

It was further submitted, based on Longe’s case (supra), that the purported meeting of the Board of Directors of the Appellant Company summoned and presided over as Chairman by the ousted Edozie Okafor on 13/7/2007, whereby a resolution was passed to authorize the institution of this action, was invalid, null, void and of no effect. Edozie Okafor illegally summoned that meeting and presided over

31

same as an impostor. Section 260 of the Companies and Allied Matters Act 2004 does not avail the Appellant in the con of the issue under consideration. The PW1 Nze Edozie Uche Okafor stated emphatically that he summoned the meeting and presided over same as the Chairman — not as a Director or Manager.

ISSUE NO.3

‘whether the Lower Court was right when it granted in part, the Respondent?s Counter Claim ”

This issue relates to ground 4 of the Amended Notice of Appeal.

The Lower Court in its judgment contained at pages 833 – 904 of Vol, II of the Record granted in part, the claims of the Respondents. The Court below found as follows: –

On the Counter-claim, both the Plaintiff and the Defendants agree that the Defendants are shareholders in U. O. O. Nigeria Plc. The parties are in agreement that the Defendants and other shareholders are entitled to disinvest in the Plaintiff

Company The dispute is the value of unit share of the plaintiff, In the interest of justice it is ordered as follows,

1. That Mr. Amaribe Okafor as the chairman of the Plaintiff Company in collaboration with the Management of the company

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constitutes a twelve man committee to work out modalities for the disinvestment/settlement of the Defendants and other shareholders of the company on the true and current value of the Company.

2. That the Plaintiff company, its former chairman, the Directors and officers are restrained from selling further mortgaging and in any other way howsoever from disposing of the company’s assets for any other purpose until the full settlement of the Defendants and other shareholders who wish to disinvest

The Learned counsel for the Appellant company contended that the Lower Court was in grave error in the grant of the two reliefs reproduced above. In the first place, the Court granted a prayer not sought by the Respondents, In their amended statement of Defence/counter claim, the Respondent in relief 1.4 sought.

An order of Court constituting or directing the plaintiff to constitute a 10 man committee made up of nominees of both parties to work out modalities for the disinvestment/settlement of the Defendants within 14 days from the date of judgment

See page 541 Vol. II of the Record of proceedings.

?In the first place, Mr. Amaribe Okafor is not

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the Plaintiff at the Lower Court which the Respondents asked to be directed to constitute a 10 man Committee. Mr. Amaribe Okafor is not a director of the Plaintiff. His purported appointment as the Chairman of the Appellant Company is manifestly unlawful having been made in breach of the provisions of the Companies and Allied Matters Act, supra and the Articles of Association of the Appellant. Again, ‘the Respondents never sought that a twelve man’ Committee to work out modalities for the disinvestment settlement of the Defendants be constituted but rather “10 man committee”.

The Respondents were categorical in their relief to the effect that the 10 man Committee should be made up of “nominees of both parties for the disinvestment/settlement of the Defendants within 14 days.” But the Lower Court ordered that “Mr. Amaribe okafor” in collaboration with the Management of the Company constitutes a twelve man committee to work out modalities for the disinvestment/settlement of the Defendants and other shareholders of the company on the true and current value of the Company.

?Clearly the Lower Court went beyond its mandate to grant a relief not prayed for

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by the Respondents. It is trite that a Court lacks the requisite jurisdiction to grant to a party a relief not prayed for or to grant to a party in excess of relief sought, the Court not being a Father Christmas.

In Omokuwajo Vs. FRN (2013) 9 NWLR (Pt 300) at P.327 Para H the Court held as follows:-

It is generally accepted that a Court should not award to a party that which was not claimed. This is because a Court is not a charitable organization and the Judge who personifies it is not a Father Christmas. See Enugu Vs. Egonu (1978) 11 – 12 SC 111 at 133,

Also in Nidocco Ltd Vs. Gbajabiamila (2013) 14 NWLR (Pr 1374) P.350 at Pp.396 – 397, the Supreme Court per Ariwoola JSC, held as follows:-

In Peter Adeboye Odofin & Anor. Vs. Chief Agu & Anor. (1992) 3 NWLR (Pt 229) at Pp. 372 – 373 Paras G – 4 on whether relief not sought by parties can be granted and the effect when Court grant same, this Court opined as follows: It has been said times without number that a Court ought not to play the role of Father Christmas which can go around granting to parties relief they have not asked for, see Nwanya Vs. Nwanya (1987) 3 NWLR (Pt 620) 697.

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…in our adversary system, a Court makes orders on the lis or issues raised by the parties. Where a Court grants to a party a relief which it did not seek it has made order on a lis not raised by the party, This will be an order made without jurisdiction and therefore a nullity See Umenweluaka Vs. Ezeana (1972) 5 SC 343; Western Steel Works Limited Vs. Iron & Steel Workers Union (1986) 3 NWLR (Pt 30) 612 618 per Nnaemaka -Agu, JSC.

The Court is not a Father Christmas. It does not award what a party has not claimed, In Salau Vs. Para – Koyr (2001) 1 NWLR (Pt 695) P.446, the Court of Appeal, per Galadima, JCA, held that:

“In regard to the contention that the order made by the Court below to the effect that the Respondent should take steps to administer the estate in questio4 was not prayed for, it is settled law that a Court not being a charitable institution can award less but not more than what is claimed by a party, See also Ezeonwu Vs. Onyechi (1996) 3 NWLR (Pt.428) P, 499 at 520 – 521.

A Court of law is not a charitable institution, its duty in civil cases is to render unto everyone according to it is proven claim. See

36

Simton Vs. Pamil (2001) 1 NWLR Pt. 714 P. 49 at 59.

The Lower Court was in serious error when it ordered that Mr. Amaribe Okafor, an interested and partisan person in the dispute, who also was seeking to disinvest from the Appellant, to constitute a twelve man committee to work out modalities for the disinvestment/settlement of the Defendants and other shareholders of the company on the true and current value of the Company. The Respondents had sought that “nominees of both parties for the disinvestment/settlement of the Defendants within 14 days” be constituted and not that a partisan member be made a committee member! The order is in conflict with the principle that a man should not be a judge in his own case – nemo judex in causa sua!

The Respondents had clearly prayed that the 10-man committee should be made up of nominees of both parties but the lower Court ordered that Mr. Amaribe as Chairman of the Plaintiff Company in collaboration with the Management of the Company constitutes a twelve man Committee! Clearly this was not what was sought by the Respondents in their Counter-Claim!

?The Lower Court lacked the jurisdiction to grant a relief not

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sought or more than what was sought.

Furthermore, the order restraining the Appellant, its former Chairman, the Directors and officers from selling further mortgaging and in any other way howsoever from disposing of the Company’s assets for any other purpose until the full settlement of the Defendants and other shareholders who wish to disinvest was made without requisite jurisdiction. The injunctive order Paralyzed the activities of the Company.

The Learned counsel for the Respondents submitted that the Lower Court rightly affirmed the election of Maribe okafor as the chairman of the Appellant Company at its AGM of 2007 . The Lower Court did not exceed its jurisdiction, neither did it grant to the Respondents a relief not claimed nor did it grant any relief in excess of the reliefs sought in Counter – Claim.

?It is pertinent to state at the on-set of the determination of the three issues formulated for this Appeal that there is nothing on the printed record that the Appellant Company U. O. O. Nigeria Plc, was not given a fair hearing at the duly convened Annual General Meeting of the Shareholders of U. O. O. Nigeria Plc, on the 9th March, 2007.

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It is trite Law that where a Company suffers any injuries done to it, actions in respect of such injuries can be brought only in the name of the Company. There is no injury suffered by the Appellant Company.

However, there is an allegation of injury suffered by the person named Nze Uche Okafor whose name is not a synonym or substitution for or an alias also known as U. O. O. Nigeria plc, by any stretch of legal fiction or imagination on the printed records.

Section 63 (3) of the Companies and Allied Matters Act Cap 20 of the Laws of the Federation provides that the critical elements in the exercise of the powers of the Company

…are to protect the “business of the Company…” as explicitly set out in the object clauses in the Memorandum of Association?

In the evidence on the Records, there is nothing that shows that it is the corporate object of the U. O. O. Nigeria PIc., to manage the style of Life of Nze Okafor as a business of the Company within the framework of Section 63 (3) or Section 279 (3) of the Companies and AIIied Matters Act 2004.

What is involved in this Appeal is not directly about the assets of the

39

Appellant Company but the self-serving interest of Nze Edozie Uche Okafor.

Section 65 (d) of the Companies and Allied Matters Act, maintains that the Appellant Company has the capacity and competence to institute the action leading to this Appeal only to the extent that:

If in fact a business is being carried on by the Company, the Company shall not escape liability for Acts undertaken in connection with that business merely because the business in question was not among the business authorized by the company’s memorandum.

See also  Mr. Isaac Ogbonmwan V. Mr. J. O. Aghimien (2016) LLJR-CA

The implication, by the logic of this situation in this Appeal is that so far as the enterprise in this action is not one authorized by the Memorandum of the Company, the people who authorized it are binding the Company to a Liability from which the company cannot escape; and by the syntax of logic’ the only liability that can be incurred by the Appellant company is if Nze Okafor were to sue for breach of contract created in his favour by the Memorandum and Articles of Association; It is only in this con can emerge any capacity or competence for the Appellant company to incur any liability in its own name in respect

40

of any injuries suffered by Nze Okafor transliterated by transpositioning into the competence and capacity of the Appellant Company to have suffered any injury for which it is now seeking remedy or redress……

This is anomalous to the doctrine of alter ego and the conceptual frame of judicial thinking encapsulated in liability.

Black?s Law Dictionary 9th Edition at page 91, defines “Alter Ego” as:

A Company used by an individual in conducting personal business, there suit being that a Court may impose liability on the individual by piercing the corporate veil when fraud has been perpetrated on someone dealing with the Company”.

And the Alter Ego Rule is defined as the doctrine that share holders will be treated as the owners of a Company?s property or as the real parties in interest’ whenever it is necessary to do so to prevent fraud or to do justice…..

In a general sense, Black?s Law Dictionary 9th Edition at Page 997 defines “Liability as:

The quality or state of being legally obligated or accountable; legal responsibility to another or to society, enforceable by civil remedy or criminal punishment;

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Within the conceptual framework of “alter ego” and “liability” therefore, it is patently unconscionable for Nze Edozie Uche Okafor to arrogate to himself through the use of the name of the Appellant Company on 13/7/2007 the capacity and the competence as the Chairman/Managing Director/Chief Executive Officer to institute the action in the name of the Appellant Company after the Annual General Meeting of 9th March 2007. It is an unmitigated pre-supposition founded on misguided and false presumption that Nze Edozie Uche Okafor can by this Appeal be re-instated through the back-door of corporate governance.

Section 263 (4) of the Companies and Allied Matters Act provides that the Board of Directors of a Company elects who is to be their Chairman.

This election is however, in practice pursuant to the decision of the members at the AGM that “Constituted the Board” for the purposes of running the authorized business of the Company in accordance with the Memorandum of Association and in respect of which management, members as Shareholders of the Company are liable to the extent of their shareholding and it is to this extent and within this con that

42

the Managing Director/Chief Executive Officer of any Company is its Alter Ego, or directing mind.

In the con of this Appeal therefore which on the face of it, is a struggle for power between two organs of the Appellant Company, that is, the Annual General Meeting and the Board of Directors, it is dysfunctional for any meeting of the Board of the Directors after the Annual General Meeting of 9th March, 2007 of the Appellant Company to be chaired by Nze Edozie Uche Okafor on the 13/7/2007.

The entire testimony of Nze Edozie Uche Okafor as pW1 was as a witness not for the Appellant company but for himself…

The entire regulatory framework for the determination of this Appeal is covered by Section 41 (l):

Section 41 (1) of the Companies and Allied Matters Act Cap. 20 Laws of the Federation of Nigeria, 2004 provides that:

The Memorandum and Articles… shall have the effect of a contact under seal between the company and its members and officers and between the members and officers themselves whereby they agree to observe and perform the provisions of the Memorandum and Articles, as altered from time to time in so far as they relate to

43

the Company, Members, or Officers as such.

Clause 80 (d) of the Articles of Association relates to Nze Edozie Okafor’ Nze Edozie Okafor has contract with the Appellant Company and the Members or Shareholders by virtue of the Articles of Association 80 (d). He can only sue for breach of contract under Section 41, pursuant to provision of S. 268 (2) of CAMA as a Person aggrieved.

Section 268 (2) Prescribes that:

Where a Managing Director is removed for any reason whatsoever Under Section 262 of this Act, he shall have a claim for breach of contact if there is any or where a contact could be inferred from the terms of the Articles.

Section 65 Provides that:

Any act of the Members in General Meeting the Board of Directors, or of a Managing Director while carrying on in the usual way the Business of the Company, shall be treated as the Act of the company itself and the company shall be criminally and civilly liable therefore to the same extent as if it were a natural Person…….

Section 214 Provides that:

All Business transacted at Annual General Meetings shall be deemed special business, except declaring a Dividend the presentation

44

of the Financial Statements and the reports of the Directors and Auditors, the Election of Directors in the place of those retiring the appointment and the fixing of the remuneration of the Auditors and the Appointment of the Members of the Audit Committee, which shall be ordinary business.

Section 262 (1) provides that a Company may by ordinary resolution remove a Director before the expiration of his period of office, notwithstanding anything in its Articles or in any Agreement between it and him…

Section 233 states that a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such members of the Company as, being entitled to do so, vote in person or by proxy, at General Meeting…

For the purposes of Section 233, Subsection 5 prescribes that notice of a meeting shall be deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in the manner provided by this Act or the Articles.

Section 262 Sub-section 6 provides that:

A person appointed Director in place of a person removed under this Section shall be treated, for the purpose of

45

determining the time at which he or any other Director is to retire, as if he had become Director on the day on which the person in whose place he is appointed was last appointed a Director.

It is left to Nze Uche Okafor to establish non-compliance with Section 233 Subsections 2 – 4, and take advantage of Section 262 Subsection 6 for compensation and damages.

Section 218 Subsection 5 prescribes that:

An error or omission in a notice with respect to… general nature of the business of a meeting shall not invalidate the meeting unless the officer of the Company responsible for the error or omission acted in bad faith or failed to exercise due care and diligence…

Section 240 (2) prescribes that:

If at any meeting no Director is willing to act as Chairman or if no Director is present within an hour after the time appointed for the holding of the meeting the members present shall choose one of their number to be Chairman of the meeting…

The combined effect of the entire operation of the various sections of the Companies and Allied Matters Act, Cap. 20 of the Laws of the Federation of Nigeria 2004, enumerated above is that, on the face

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of disclosed evidence of facts, Edozie Uche Okafor was removed as the Chairman of the Board of Directors by the due process of Law on 9th March, 2007 notwithstanding the fact that he was ensconced within the Management structure of the Appellant company by the fixture of Article 80 that created by appointment for him the permanent contract of

1. Life Director,

2. Chairman, Managing Director for life; and

3. Chairman of the Board of Directors

In the case of the Appellant company the chairman doubles as Managing Director/chief Executive by virtue of the Articles and Memorandum of Association. see page 75 of the Record which contains a copy of the Articles showing the appointment of the chairman/Managing Director/Chief Executive simultaneously.

?In other words, by virtue of the Memorandum and Articles of Association of the Appellant company, the, three positions are intertwined and inseparable in the organogram of the Appellant company. Therefore, once the Chairman is removed from office, he automatically ceases to be the MD or CEO. That is the intendment of the Management structure enshrined in the Memorandum and Articles of Association

47

of the Appellant company’ The appointment of the Chairman/MD/CEO is not distinct or separate. The three positions are conjunctive and not disjunctive. There is no separate or different office under the Articles of Association for the chairman, neither for the MD nor for the CEO of the Appellant Company’ The offices of the Chairman and Board membership for Managing Director/chief Executive ceased to subsist for Edozie Uche Okafor in the Appellant Company after the AGM of March, 9 /2007.

Amaribe Okafor, remained on election at the Annual General Meeting of 9th March 2007 the lawfully recognized Chairman/Managing Director as well as the Chief Executive Officer of the Appellant Company and therefore the only person who had the capacity to act as a representative or alter ego of the Company for the purposes of running the affairs of the Company.

All these are elective offices and positions. The majority of the shareholders did not breach the purported Article 80 or any of the provisions of CAMA when they removed Edozie Uche Okafor and replaced him with Amaribe Okafor as Chairman/Managing Director/Chief Executive Officer of the Appellant Company by the

48

combined effects of the operation of the Sections of the Companies and Allied Matters Act outlined above.

The Legislative frame work that therefore circumscribed the agreement of the cooperators or the Members or the Shareholders in a binding contract to pursue their economic agenda through the vehicle known as the Company is the Documentary Devices called in Law the Memorandum of Association and the Articles of their Association. The remedy for any breach in the relational contract is compensation,

Accordingly, at the time the action in this Appeal was taken out in the Lower Court, it was not authorized by the proper organ of the Appellant Company to do so, and in effect therefore, it vitiates the competence of the action and the jurisdiction of the Lower Court and the Court of Appeal to adjudicate it.

?It is therefore follows that Maribe Okafor being the fit and proper person to preside as the Chairman of the Board of Directors to deal with the subject matter of the suit, and having not authorized the taking out of the institution of this suit, the action becomes thus, affected and incompetent in the circumstances. In Plateau State of Nigeria

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Vs. Attorney General of the Federation (2006) 1SC. (Pt1) P.1 at 64: It was held:

“The Law is basic that only parties to an action can claim relief flowing from such action. A person who is not a party to an action cannot claim relief. He lacks the locus standi to do that”…

And

?where proper parties are not before a Court, the Court is without jurisdiction to adjudicate – see also Onwunalor Vs. Osademo (1971) l ANLR (Pt 1) 14; Ukpere Vs. Aforije (1972) 3 SC (Report) 109; Oloriode Vs. Oyebi 1 (1954) 1 SC NLR 390.

The effect of the 13/7 /2007 Meeting of the Board of Directors presided over by Nze Edozie Uche Okafor after the 9th March, 2007 Annual General Meeting is that the proceeding and the deliberations leading to the decision of the Board of Directors and the decision of the Board of Directors itself were a nullity.

?In the circumstances, the fact so disclosed on the printed records that there was a valid Annual General Meeting on the 9th March, 2007 at which the Chairmanship of Nze Edozie Uche Okafor was terminated provides the legal platform for me to hold that the Appeal as presently constituted by this Appellant Company is incompetent.

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It is the body or organ of Board of Directors presided over by Amaribe Okafor that has the prerogative to bring any application before the Court, and in the present circumstances of the disclosed evidence of the facts, the Appellant Company had no locus, and it is incompetent to do as it has done acting on the instructions of the Board of Directors presided over by Nze Edozie Uche Okafor on 13/7/2007… when literally it has been rendered ‘functus officio” as at 9/3/2007 .

In the con of the adversarial posturing of the combating Members and Shareholders of the Appellant Company as well as the struggle for power and control at the Board of Directors’ level, what the Lower Court has brought into focus in its ruling is to ensure that “in any case and at any time the resolution of the disinvestment process in the Appellant Company is with the consent of all persons interested” – both the Members of the company, the Board of Directors of the Company, Nze Edozie Uche Okafor, and Maribe Okafor, are all proper persons who are joint owners of the Company whose assets are in dispute and afortiori… persons interested therein.

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The Lower Court has made the orders under the inherent jurisdiction of the Federal High Court as disclosed on the state of the evidence of the facts before the Court. The orders are consequential in the circumstances that all the parties are proper persons interested in the assets of the Appellant Company.

?It is therefore the decision of this Court that on both the evidence of the facts disclosed and the Law, the Appeal lacks merit and it is hereby dismissed.

The orders made by the Lower Court on the findings of fact were not in excess of the relief sought in the Counter-Claim nor were they at variance with the relief sought by the Respondents. The Lower Court merely Paraphrased its orders according to the evidence of the facts of the relevant reliefs articulated in the Counter-claim to be all inclusive of all proper persons, welded, and wired to work in harmony as a community of interest, both Shareholders and Management.

The order of injunction granted by the Lower Court was issued in line with the injunctive relief sought by the Respondent, and supported by the findings of fact on the printed records to preserve the ” res” against predatory

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stripping of the assets of the Appellant Company.

Accordingly, the judgment of Honourable Justice Okeke of the Federal High Court delivered on the 17th day of May, 2013 is hereby re-affirmed.

No order is made as to costs.


Other Citations: (2016)LCN/8619(CA)

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