CaseLaw
Oilfield Supply V. Johnson (1987) CLR 5(e) (SC)
Judgement delivered on May 22nd, 1987
Brief
Facts
In 1974, the Oilfield Supply Ltd. was incorporated under the Companies Act 1968. Joseph Lloyd Johnson, an Australian who petitioned for the winding up of the Company in the Federal High Court, is the Respondent to this appeal and he was appointed, the Managing Director. He was in fact the brain behind the founding of the Company, which developed some swamp area into a port complex. There were five shareholders in all, consisting of the Respondent, Chief Stephen Idugboe, Aref Roz, Evan Enwerem and Solomon Asemota. Though Idugboe was the Chairman of the Company, its problems started with its Chairman making allegations, some criminal in nature, against the other shareholders. The Chairman also took some abortive civil actions against the Company and the other shareholders.
However, in November 1976, the Government compulsorily acquired the port complex for public purposes. Compensation of N8,416.850.00 was paid for this acquisition but not until February 1980, by which time, the Respondent had left this country for Australia. Solomon Asemota had resigned, and the three other share-holders came to an agreement as to how the compensation funds should be shared.
It is the sharing of this money that brought about the present trouble in the Com-pany, for though, before the advent of the compensation, Chief Idugboe had taken the other members to Court for a winding up of the company, the payment of the money changed Idugboe's attitude. Things might have fallen apart where there was no money, but things became solidified after the payment of over eight million Naira and this, the three Directors shared, leaving the present Respondent out of the show.
The Respondent then returned to Nigeria, and he instituted the winding up Proceedings. Chief Idugboe filed an application, seeking an order for the striking out of the proceedings, on the ground that the Respondent, Johnson, was not a mem-ber of the Company, in which case it would be incompetent of him to seek the winding up of the Company.
The learned trial Judge dismissed the application and held that though the com¬pany had been in breach of the Immigration Act and most of the provisions of the Companies Act, nevertheless, the respondent was a shareholder, member and contributory of the applicants and as such he was a competent person to bring a petition for the winding-up of the company under section 211 of the Companies Act.
The learned trial Judge dismissed the application and held that though the com¬pany had been in breach of the Immigration Act and most of the provisions of the Companies Act, nevertheless, the respondent was a shareholder, member and contributory of the applicants and as such he was a competent person to bring a petition for the winding-up of the company under section 211 of the Companies Act.
The appellant appealed to the Court of Appeal dis¬missed the appeal.
Appellant appealed to the Supreme Court.
Issues
Whether the two conditions provided for in paragraphs (I) and (ii) of...