Compulaw - 1st Indigenous Digital Law Library

Brief

Registered and unregistered shares
Share certificate
Privity of contract.

Facts

In an action commenced in the Federal High Court, Lagos, the plaintiff claimed inter alia to be entitled to have his name entered in the first defendant's "register of members and share ledgers" as the registered holder of twenty-five thousand ordinary shares in the first defendant company. A consequence of such registration would be, to confer on him certain rights in the company including the right to assume the position of a "Director or Managing Director" of the 1st defendant company in place of one Mr. Kurt Eichbauer from whom the plaintiff had obtained a share transfer form and a share certificate.

The plaintiff claimed that By a Resolution of the Board of Directors of 1st defendant Company dated 1st August 1979, the 1st defendant resolved that the shares of the none resident removed from the Company since his share holdings have been sold. Also the shares of the none resident investment in the Company which was previously held by Mr. K. Eichbauer should be registered in the name of Mr. G. Seedorff and that the balance of the equity of N8,600.00 being the foreign investment should be called for immediately to complete the 25% share holding of the original paid up capital of N100,000.00.

The defendants did not file any statement of defence; but instead filed a motion pursuant to Order XXVIII Rule 1 of the Federal High Court (Civil Procedure) Rules 1976, that the action be dismissed on the grounds that:-"The Statement of Claim discloses no cause of action against the defendants in that:-

a
the plaintiff not being a party to the consent judgment or the resolution of the Board is not competent to bring this action; and
b
Any action based on the resolution is statute barred".

This motion was heard by the Federal High Court on 24th February, 1992 and a considered ruling was delivered on 30th March 1992. In the said ruling, the learned Judge in the court below found that on the evidence before the court, the plaintiff was neither a party to the "consent judgment "Exhibit A,. nor to Exhibit B, the resolution on which he had sought to found his case; and not being a party to either, he could not derive any benefit therefrom. In the result, he held that the plaintiff had neither the locus standi to sue, nor a cause of action against the defendants and so dismissed the claim in limine.

Dissatisfied, appellant wen on appeal.

Issues

Whether the trial Judge was right in holding that the appellant not being a...

Seedorff V. Archbode Eng. Ltd (1996) CLR 1(X) (CA)

Brief

Facts

Issues