Fasel Services Limited, the 1st Appellant in this appeal is a Limited Liability Company which was incorporated on 22ndAugust. 1978 with the then registered name of Fag African Services Limited. The 2nd Appellant Chief M.O. Kanu is the Chairman and Chief Executive of the Board of Directors of the 1st Appellant between 1983 and 1986, the 2nd Respondent which is a body or fund established and funded by the 1st Respondent, a body created by the Federal Government of Nigeria by statute: bought and was duly allotted with 1,330.000 Ordinary Shares of the 1st Appellant Company. When between 1987 and 1989 the 1st Appellant found itself in financial stress resulting in the appointment of a receiver manager by one of its creditors, it approached the 2nd Respondent to further invest in the Company by the purchase of additional shares and provision of loan through acquisition of Debentures secured by Deed of Mortgage, 'this request resulted in further investment by the 2nd Respondent in the 1st Appellant Company to the tune of N52,000,000.00. Of this amount, the sum of N20,000,000.00 was invested in the purchase of additional Ordinary Shares while the sum of N32,000,000.00 was invested in form of a loan secured by a Mortgage of Debentures of the 1st Appellant.

It was common ground on the undisputed facts of this case between the parties that the sum of N32,000.,000.00 further invested by the 2nd Respondent by way of Debenture Mortgage had since been redeemed by the 1st Appellant. However in 1995, the 2nd Respondent again acquired additional Ordinary Shares of the 1st Appellant, bringing its total number of shares in the Company to 28,639.687. Although the 2nd Respondent as shareholder of the 1st Appellant had received dividends in the sum of N1,413,445.00, N1,919,700.00, N2,559,600.00 and N2,557,571.83 for the financial years of 1992, 1993, 1994 and 1995 respectively, and despite the declaration of 13 kobo, 10 kobo and 20 kobo respectively as dividends per share of the Company for the financial years of 1996. 1997 and 1998, only the sum of N763,558.74 representing dividends payment on only 1.300.000 units of shares out of the number of shares of 28.639.687 held by the 2nd Respondent, was actually paid to the 2nd Respondent, 'the refusal of the 1st Appellant to pay the correct amount of dividends due to the 2nd Respondent having regard to the number of shares held by it in the 1st Appellant which apparently regarded the entire investment of the 2nd Respondent in it as illegal being in violation of the Trustee Investments Act, gave rise to the dispute between the parties resulting in the Respondents' action as Plaintiffs by Originating Summons against the Appellants against the Appellants as Defendants setting down the following questions and consequent reliefs for determination by the trial Federal High Court:

This Originating Summons of the Plaintiffs now Respondents filed on 15th June, 1999 at the trial Federal High Court Abuja, came before Auta J., who in a considered judgment delivered on 31st January, 2000 found in favour of the Plaintiffs/Respondents.

Dissatisfied with the judgment of the trial High Court, the Appellants appealed to the Court of Appeal, Abuja Division. The Court of Appeal in a unanimous decision dismissed the Appellants' appeal.

Further dissatisfied the Appellants appealed to the Supreme Court.