Compulaw - 1st Indigenous Digital Law Library

Brief

Court of appeal powers
S.16 Court of appeal act
Inherent jurisdiction of the Court of Appeal

Facts

The appellant applicant had, before the Federal High Court Ilorin, in his capacity as a shareholder, filed a notice for the winding up of the 1st respondent company on the grounds of fraud and other malpractices.

While the petition was pending he filed a motion for the following orders:-

"1.
An order that P.W. of Dublin, its servants or agents or how¬soever, be restrained from holding out itself as having propriet¬ary interest either as shareholder or Director or Managing Director in the respondent company and to render accounts for the period Mr. H.V. Flinn or any other person (representative of P.W. Dublin) was Managing Director of the respondent com¬pany.
2.
An order of the Honourable Court that an independent Manager other than the present ones be appointed to manage and control the affairs of the company and to receive all monies, profits, rents and or interests due or receivable by the respondent company pending the determination of this case.
3.
An order of the Court directing the Registrar of Companies to strike out the name of P.W. Dublin from the list of member shareholders of P.W. (Nigeria) Ltd.
4.
A declaration that the purported allotment of shares to P.W. Dublin is invalid, null and void and of no effect whatsoever.
5.
An order that P.W. Dublin through its agent Mr. H.V. Flinn make reparation for and refund of all monies, properties mova¬ble and immovable made to the said P.W. Dublin in the course of the invalid allotment and exercise of proprietary rights in the re¬spondent company."

It was supported by an affidavit. The respondents also filed their own counter-affidavit. In his affidavit he deposed that as a member of the company he held 30,000 shares of N1 each as against nominal capital of the com¬pany of 410,000 shares with N338,000 as paid up capital. He stated that P.W. of Dublin to which was credited with a number of shares was in fact not a member of the 1st respondent company. Also that a huge sum of money was being transferred to P. W. of Dublin by one Mr. H.V. Flinn on behalf of the company in the counter-affidavit it was deposed to that the applicant had 30,000 shares, that the nominal capital of the company was one million shares, one share being N1. At the time of incorporation the share capital was N410,000 issued to founding members and fully paid up as follows:-

P.W. Ltd. of Dublin 246,000 shares
The deponent Chief E.O.I Akpata 41,000 share
Alhaji Armiyair 36,000 share
Mallam Commasie 5,000 share
TChief Henry Fajemirokun 1,000 share
Chief Dr. Norman Williams 41,000 share
410,000 "

That the coming into operation of the Nigerian Enterprises Promotion Decree, 1977 the company's share capital was in¬creased to a further allotment of 252,000 shares to other Nige¬rians, thus by October 11th, 1982 the issued capital of the 1st re¬spondent company was 662,000 shares, ft was then emphatically denied as untrue the allegation of the applicant that Public Works Limited of Dublin is neither a shareholder nor a member of the 1st respondent company which had obtained permission for non-resident capital held by P.W. of Dublin. It was also de¬posed to that Mr. H.V. Flinn is the Managing Director and an employee of the 1st respondent company. All the allegations in the applicant's affidavit were denied. In a considered ruling the learned trial Judge struck out the name of the 2nd respondent H.V. Flinn and dismissed the application principally on the ground that the applicant had no locus slandi and could not rely on the rule in Foss v. Harbottle as enunciated in Burland v. Earle (1902) A.C.83 and that H.V. Flinn was not a shareholder.

The applicant herein appealed against that ruling to this court.

Gombe V. P. W. (Nig.) Ltd. (1990) CLR 6(g) (CA)

Judgement delivered on June 13th 1990

Brief

Facts

Issues