The Respondents by originating summons applied to the Federal High Court for an order that the Applicants deliver to them, a certificate for 107,500 shares of N2 each in the capital of the first appellant company; an order restraining the Appellants from amending articles of association of the 1st Appellant company pending the hearing and determination of their Application; and for the appellants to pay for the cost incidental to the application of the 1st Appellant company.

The shares of the 1st Appellant Company were owned as follows; 53.75% by one Mr. Sergio Migliore; 6.25% by Mrs. D. A. Migliore and 40% by Mr. Taiwo Okeowo. Later Mr. Sergio Migliore died, and letters of Administration were in respect of his estates granted to the Respondents.

The 2nd Respondent in an Affidavit in support of the Application deposed that she lodged the letters of Administration and a sum of N10, and requested the delivery of a new certificate in favour of the Respondent virtue of the grant in respect of 107,500 shares of the deceased but the Appellant company refused to do so.

The third appellant, Secretary to the 1st Appellant Company filed a counter affidavit attacking the affidavit of the second Respondent and given reasons why the shares certificate was not given to the applicants.

Belgore, J. learned trial Judge of the Federal High Court found for the Applicants (the Respondents herein) and ordered the 1st Appellant Company and its Directors and officers to deliver to the Respondents a certificate for 107,500 shares of N2 each in the capital of the 1st Appellant Company. The court further held that the Applicants (Respondents herein) being holders of the letters of administration of the estates of the shareholder are entitled to the certificate.

Dissatisfied with the Judgment of the trial court the Appellants appealed to the Court of Appeal which affirmed the judgment of the lower court but ordered rectification of the Register before the delivery of the new share certificate to the Respondents being administrators of the estate of the deceased member.

Dissatisfied, the defendant/Respondent Company appealed to the Court of Appeal which allowed the appeal and set aside the judgment of the trial High Court.

Dissatisfied with the judgment Appellants appealed to the Supreme Court.