This is a company matter in which a petition has been brought by a party who claims to be a shareholder and contributory, praying the court to wind-up the company, namely, the appellant. The ground for seeking a Winding-up, as I understand it, is stated in the petition to be "oppression".
The following paragraphs of the petition seem to be the mainstay of the alleged oppression upon which it is claimed that it would be just and equitable to wind-up the company:
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11.
"Since 1988, the said Mr. Sunday Olubadewo has been running the Company in a manner that has completely marginalised and excluded the interests of your petitioner in the company and has continued to do so till date.
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The said Mr. Sunday Olubadewo has abused his position as Chairman and Managing Director and has managed and administered the company as if it were his own private property.
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The said Mr. Sunday Olubadewo has been running the company as his family business with the members of his family, particularly Captain E. Olubadewo and Mrs. G. B. Olubadewo who have been illegally occupying top positions in the company to the exclusion of your petitioner.
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The said Mr. Sunday Olubadewo has been dealing adversely with the company and has purportedly changed the company's name from General & Aviation Services Limited to GEN AIR, while still operating from the premises of the company with the staff and assets of the company.
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Your petitioner has been deliberately excluded from the affairs of the company by the said Mr. Sunday Olubadewo who has refused to give account of the operations of the company since 1988 in spite of repeated requests.
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The said Mr. Sunday Olubadewo being the sole signatory to the bank accounts of the company since 1985 has been depleting the financial resources of the company without accounting for the same.
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In view of the petitioner's insistence that proper account should be rendered as to the operation of the company, the said Mr. Sunday Olubadewo has now embarked upon a course designed to strip the company of all its valuable assets and leave only a mere shell.
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The said Mr. Sunday Olubadewo abused his position as the Chairman and Managing Director of the company by using his said position to frustrate every attempt made by the petitioner to reorganise and stabilize the operation of the company.
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In addition to the facts stated herein, the said Mr. Sunday Olubadewo has begun to perpetrate certain machinations in pursuit of his own manifest aim of excluding the petitioner from participating in the running of the company and reaping from the fruits thereof.
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As a result of the wrongful acts and adverse conducts complained of herein, the underlying trust which was the basis of the joint venture which was at the onset (sic) commenced by your petitioner and the said Mr. Sunday Olubadewo has been destroyed in the climate of continuous deceit dishonesty, hostility and greed.
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In these circumstances, your petitioner contends that the affairs of the company are being conducted in a manner oppressive to him and that it would be just and equitable to wind-up the company."
Pursuant to the petition, the petitioner filed a motion on notice seeking from the court the appointment of a provisional liquidator and the following orders:
‘Pending the hearing and determination of the petition filed herein:
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That the official receiver or some other fit and proper person be appointed as provisional liquidator (or alternatively as receiver/manager) of the above-named company;
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that the Managing Director of the company, Mr. Sunday Olubadewo, Should surrender all properties, cheque books, vouchers, account books and other banking documents relating to the company's bank accounts to the liquidator or receiver/manager,
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granting an interim injunction to restrain the said Mr. Sunday Olubadewo, whether by himself, agents, servants, privies or howsoever otherwise from disposing, transferring, charging, operating, dissipating, disbursing or in any way howsoever dealing with any and all sums now or hereafter standing to (the) credit in the company's bank accounts;
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Granting an interim injunction restraining the said Mr. Sunday Olubadewo from further dealing, tampering, transferring, charging, disposing or in any way dissipating the assets and properties of the company."
The depositions in the affidavit in support of the motion are almost in the same tone as the allegations made in the petition which I have reproduced above.
Mr. Olubadewo filed a counter-affidavit refuting the allegations of the petitioner and attached documentary exhibits of notice of meeting convened at the instance of the respondent for the purpose of appointing the respondent as director of the company, which the respondent failed to attend.
The learned trial judge ordered the appointment of a fit person as a provisional liquidator with the assistance of the 40 parties and restrained the Managing Director, Mr. Olubadewo from dissipating the assets of the company.
The Court of Appeal affirmed the decision of the trial court on the appointment of provisional liquidator and further held that the materials placed before the trial court was not sufficient for the interlocutory injunction to issue.
