The facts of this case in synopsis are that in 1991 Mitusi and Co. Ltd. sold and assigned to the 2nd appellant who in the court below was the 2nd defendant its share of 1.500.000 ordinary shares by a deed of assignment. On the 20th of December 1991, it wrote the respondent who was the plaintiff in the action in the High Court notifying it of the said assignment. 2nd appellant (2nd defendant) then appointed Center Point investments, a member of the Nigeria Stock Exchange, as a broker to endeavour to perfect the transfer of those shares. Center Point applied for permission from Nigeria Securities and Exchange Commission, and permission was granted. The second appellant on the strength of this, paid a sum of USD 275000 for the shares to the Mitsui Company. Center Point thereafter lodged with the respondent's registrar. UBA Registrars Plc. all necessary documents to enable it effectuate the transfer. These efforts notwithstanding the respondent company refused to accept the said transfer.

The respondent as plaintiff took an action in the High Court and at the conclusion of the trial, the trial court, in a reserved judgment, granted the respondent's claims in part. It held that the transfer of Mitsui and Company Limited's shares to the 2nd appellant is valid and effective but subject to obtaining the subsequent consent of the Federal Minister of Finance. The court refused to compel the respondent to

Aregister the 2nd appellants its shareholder.

Appellants aggrieved, appealed to the Court of Appeal. The respondent also dissatisfied with certain portions of trial court's judgment, cross-appealed.