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CaseLaw

Josiah V. Ezenuwa (2002) CLR 6(c) (SC)

Judgement delivered on June 14th 2002

Brief

  • Exercise of discretion by trial court.
  • Payment of judgement debt in installment.

Facts

Respondent had in 1991, filed four (4) separates Petitions for winding up of the Appellants at the Federal High Court, Lagos.

Appellants had filed replies to the Petitions together with verifying affidavits in 1992.

The Federal High Court heard the Petitions and struck out the Petitions with costs in favour of the Appellants but made orders under Section 312 of Companies and Allied Matters Act, 1990, which included an order that the Majority Shareholder Mr. Nnoruka shall buy the shares of the Minority Shareholder Mr. Ezenwa at a fair value to be assessed by Mr. Tajudeen Odofin of Dapo Odofin & Company, Chartered Accountants of 15, St. Agnes Street, Off Birell Avenue, Sabo, Yaba, who is hereby specifically appointed to assess the fair value of the shares of the Minority Shareholders in the four Companies and his assessment shall form part of the order of the Court'.

Respondent appealed to the Court of Appeal and the appeal was allowed with the orders set aside.

Appellants appealed to the Supreme Court in suit No. SC. 102/1994. The appeal was successful and the decision of the Court of Appeal was set aside and that of the Trial Court was restored.

The matter returned to the Federal High Court Lagos and on the 2nd of July 1997 the amount of N116,708,678.80 was adjudged by the learned Trial Judge as being the fair value in monetary terms of the shares of the Minority Shareholder in the four (4) Companies.

Respondent then prayed the Trial Court to direct the Appellants to prepare and execute Instrument of Transfer of his shares and direct the time with in which the agreed amount of N116,708,678.80 shall be paid to him by the Appellants.

Appellants also filed an application praying the Court for enlargement of time within which to pay the Respondent the sum of N116,708,678.80 by installments according to the schedule attached to the application. There was also a prayer for the Court to order the Respondents to surrender to him all the title documents relating to the assets of the 4 Companies involved prior to the payment mentioned above.

  • 1
    That the Majority Shareholder shall pay to the Minority Shareholder on or about the 31st day of January, 1998 the sum of N30,708,678.80 and thereafter liquidate the balance of N86 million by equal annual installment of N8.6 million effective from 31st day of January, 1999 to end on the 31st day of January, 2008 when the last installment shall be paid. There will be 2% interest on the sums remaining unpaid. All payments shall be made through the Chief Registrar of this Court. Simultaneously upon the payment of the sum of N30,708,678.80 of the sum of N30,708.678.80 on the 31st of January, 1988, through the Chief Registrar, the Minority Shareholders shall through the Chief Registrar hand over all the title documents of all the properties of the four (4) Companies to the Majority Shareholder who becomes the owner of all the properties. To achieve this the Majority Shareholder shall prepare all title documents fur execution by the Minority Shareholder on or before the 31st day of January 1998........."

    • The Trial Court heard arguments of Counsel on the two applications and ruled thus

    • 1
      The Majority Shareholder is to pay to the Appellant the Minority Shareholders the sum of N116,708,678,80 being the value in monetary terms of the shares of the Appellant in the four Respondents/Companies on or before 30th April, 2002.
    • 2
      The Appellant shall release to the Receiver/Manager all the documents of title to the shares of Respondents Companies upon his being paid the full sum of N166,708,678.80 and the Receiver/Manager shall release the documents of title to the Majority Shareholder Chief J.O. Nnoruka........"

      • Dissatisfied Appellant appealed to the Supreme Court.

Issues

  • 1
    Whether the Court below was right in holding that the reason given by...

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