The appellant filed a petition at the Federal High Court, Ilorin praying for the winding-up of the 1st respondent. While the petition was still pending the appellant filed an interlocutory application and sought the following reliefs:
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"1)
An order that P.W. of Dublin, its servants or agents or howsoever, be retrained from holding out itself as having proprietary 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 company.
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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.
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3)
An order of court directing the Registrar of Companies to strike out the name of P.W. Dublin from the list of member shareholder of P.W. (Nigeria) Limited.
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4)
A declaration that the purported allotment of shares to P.W. Dublin is invalid, null and void and of no effect whatsoever.
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5)
An order that P.W. Dublin through its agent Mr. H.V. Flinn make reparation for and refund of all monies, properties movable and immovable made to said P.W. Dublin in the course of the invalid allotment and exerciseof proprietary rights in the respondent company."
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The application was opposed. In its ruling the court dismissed the application holding that the rule in Foss v. Harbottle (1843) 2 Hare 461 applied.
The appellant was dissatisfied with the ruling of the Federal High Court and he appealed to the Court of Appeal. While the appeal was still pending, the appellant filed a fresh motion at the Court of Appeal praying for the following reliefs:
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"1.
An order that the purported Annual General Meeting of the 1st respondent company held on the 29th January, 1990 inspite of motion of 16/1/90 still pending at Sheraton Hotel, Lagos is null and void and of no effect.
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2.
An order setting aside all resolutions taken in pursuance of the said meeting.
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3.
An order of the court removing 2nd respondent H.V. Flinn as the Managing Director of the 1st respondent company.
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4.
An order of the court that N7.3 million profit declared by the 1st respondent company for the year 1988 be paid into fixed deposit account and to a bank approved by the Honourable Court, pending the determination of the petition for winding up and that applicant be made a signatory to the said account or alternatively; That the profit of N7.3 million declared by the 1st respondent for the year 1988 be paid into the court and Chief Registrar to hold same on trust for the parties pending the determination of the case.
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5.
An order of the court that the purported increase of share capital of the company dated 31/5/88 and 21/5/88 and in the hand of H.V. Flinn (2nd respondent) is null and void and of no effect.
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6.
An order that the respondents jointly and severally by themselves, their agents or servants or whosoever be restrained and that an injunction restraining them jointly and severally from calling or holding the Annual General Meeting of the 1st respondent company now at any time until the determination of the appeal company now at any time until the determination of the appeal and the substantive petition now pending before the Honourable Court of Appeal and the Honourable Federal High Court, Ilorin.
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7.
An order restraining the respondents jointly and severally by themselves, their agents or servants or howsoever and that an injunction be granted restraining them from altering, modifying, increasing or in any manner howsoever from interfering with the share capital or membership of the 1st respondent company until the determination of the substantive suit in FHC/2/M/88 and the appeal now pending before the Honourable Court. And for such further Order(s) as the Honourable Court may deem fit to make in the circumstances."
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The application was opposed by the respondents. In its ruling, the Court of Appeal held that it had no jurisdiction to hear and determine the motion and dismissed it. The appellant appealed against that ruling to the Supreme Court.
Subsequently, the main interlocutory appeal before the Court of Appeal was decided. In this judgment, the Court of Appeal affirmed the ruling of the trial Federal High Court and dismissed the appeal.
Aggrieved by that decision, the appellant appealed to the Supreme Court. The two appeals were heard together by the Supreme Court.
