By an originating summons filed in the trial court the 1st respondent sought three reliefs as follows:-
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"i.
Whether or not the plaintiffs name ought to be entered in the register of members of Excelsior Hotel Limited in respect of transfer of Two Hundred and Forty Thousand Shares in compliance with the Resolution of the Board of Directors of the Company Excelsior Hotel Limited.
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ii.
Whether or not the 2nd defendant who are the Secretaries to Excelsior Hotel Limited are justified in refusing to effect the transfer of the said shares of Two Hundred and Forty Thousand Shares of 50k each in Excelsior Hotel Limited to the plaintiff inspite of the contents of the said resolutions above referred to:
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iii.
Whether or not the 2nd defendants ought to be liable to the plaintiff in the sum of 5,000.00 (Five thousand naira) being general damages for the refusal by the 2nd defendants to effect a transfer of the said Two Hundred and Forty Thousand Shares of 50k each to the plaintiff."
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In the Amended Statement of Claim which was filed by the 1st respondent on the 2nd of December. 1987, after the 1st. 2nd and 3rd appellants were joined as 3rd, 4th and 5th defendants; the 1st respondent by paragraph 9 thereof seeks the following reliefs:
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a
An order compelling both the 1st and 2nd defendants herein to enter the plaintiffs' name in the Register of Members of Excelsior Hotel Limited in respect of the said transfer of two hundred and forty thousand shares of 50k each in compliance with the Resolutions of the Board of Directors of the Company Excelsior Hotel Limited.
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b
A declaration that the 2nd defendants herein who are the secretaries to Excelsior Hotel Limited are not justified in refusing to effect the transfer of the contents of the said resolution of the Board of Directors of the 1st defendant/company
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c
An order that the 3rd to the 5th defendants have no right, title or interest in this matter and that in any event the claim of 3ru-5th defendants does not fall within the Admiralty Jurisdiction of this Honourable Court and ought not to be entertained as such.
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d
N50.000.00 (Fifty thousand naira) being general damages against the 2nd defendant herein for the wrongful refusal to effect a transfer of the said Two Hundred and Forty Thousand Shares of 50k each to the plaintiff."
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The case went to trial and at the end of it all the learned trial Judge, Belgore CJ in his judgment dated 18th May. 1989 found that the 2nd defendant, now the 3rd respondent, was not wrong in refusing to transfer the shares in the name of the plaintiff (the 1st respondent) because the mandate given to it by the Board of Directors of the Excelsior Hotel Limited (the 2nd respondent) was not clear and there was a notice to them of objection to transfer the shares. They could therefore not be liable in damages for the refusal, and no damages were awarded against them. The learned CJ further held:-
"In conclusion, the first declaration is granted and I order that Exhibit Al together with the original certificate of Shares should be accepted from the plaintiff and that the 2nds defendant should earn out the remaining acts of transfer to vest the rights of the transferred shares on the plaintiff and to issue to him new Share Certificate in the amount transferred to him in Exhibit A1."
He however refused the rest of the declarations sought by the 1st respondent The appellants were dissatisfied with the decision of the learned C.J. in this matter and they filed an appeal in this court
