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CaseLaw

Sparks Electronics Ltd V. Ponmile (1986) CLR 3(b) (SC)

Judgement delivered on March 20th 1986

Brief

  • Member of a company
  • Shareholder
  • Fraud in company
  • Facts not pleaded
  • Fed High Court Jurisdiction

Facts

The Respondent was a Director of the 1st Appellant (1st Defendant at the lower Court.) At an Extra Ordinary General Meeting the Respondent was removed as a Director. He brought this action seeking, inter alia; a declaration that

  • -he is still a Director of the 1st Appellant,
  • -that his removal from the Board of the 1st Appellant is null and void,
  • -that he is a shareholder in the 1st Appellant
  • -that the contract sum of N98,422.20k paid to the 1st Appellant but lodged into a certain account by the 2nd Defendant was not paid into the Company account and
  • -for an account by the 2nd Appellant of other monies received by the 2nd Appellant, belonging to the 1st Appellant.

It was shown by evidence at the trial that shares were allotted to the Respondent but he did not pay for them. It was also shown that the account into which the 2nd Appellant paid the contract sum formed part of the assets of the 1st Appellant taken over by it upon its incorporation. The Respondent did not make any issue on his pleadings as regards the legality or competence if the meeting at which he was removed.

After trial, the trial judge granted the reliefs above .claimed by the Respondent in consequence of which the Appellants appealed to the Court of Appeal.

Issues

Whether the trial judge was right to have held that the Respondent...

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