The respondent, sometime in 1990 commenced an action on behalf of the 1st applicant herein in the High Court of Lagos State of Nigeria against ICON Limited (Merchant Bankers) to recover the proceeds of a cheque for N3,764.901.08 drawn in favour of the applicant converted by the said bank and the second applicant. The suit was, on application of the bank, struck out because the respondent had not obtained approval of the Board of Directors of 1st applicant to commence the action.
To obtain the requisite approval, respondent applied to the Federal High Court by originating summons on the 22nd January, 1993 on the ground that the 2nd applicant had refused to attend a board meeting to pass the resolution empowering the respondent to institute an action against the said bank in the High Court of Lagos State. In the originating summons, brought pursuant of section 223 of the Companies and Allied Matters Act, Cap.59 of the Laws of the Federation of Nigeria, 1990,' the respondent sought the following relieves-
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i
"Pursuant to section 223(1) of the Companies and Allied Matters Act an order giving directions that a meeting of directors be called for the purposes of passing a resolution empowering the respondent to, on behalf of the Company, take out the suit against the said ICON LIMITED (Merchant Bankers) to recover the sum of N3,764,901.08 wrongly converted by the said ICON LIMITED.
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ii
For the respondent to pass a resolution amending Article 7 of the 1st appellant dealing with quorum.
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iii
For the respondent calling the meeting alone to form a quorum, control proceedings and further orders".
Before the application could be entertained, the applicants brought a motion on notice to defeat the respondent's originating summons in limine by seeking for these reliefs-
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a
"An order staying further proceedings in suit No. FHC/E/M2/93 -Dominic Wende v. Contract Resources Nigeria Limited & Anor pending the final determination of prayer (b) below:
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b
An order STIKING OUT OR DISMISSING SUIT No. PHC/E/M2/93 Dominic Wende v. Contract Resources Nigeria Ltd. & Anor, On the grounds stated hereunder".
The grounds for bringing the application as set out in the motion paper are in the following terms-
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1
"The applicant/respondent lacks the locus standi to institute, commence or prosecute this suit; the applicant/respondent not being a member, shareholder or director of Contract Resources Nigeria Limited.
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2
Flowing from (1) above is the consequential lack of jurisdiction by this Honourable Court to adjudicate on the suit".
The trial court, after considering the affidavit evidence along with the argument taken, in a reserved and considered ruling dismissed the application
Whether the respondent has locus standi standing to initiate the action now...
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