Appellant sued Respondents over the sale of assets of North Brewery Plc - 6th Respondent. Appellant owned 50% of the 6th Respondent while the remaining 50% held by the Federal Government was acquired by the Appellant.

The United Bank for Africa Plc (4th Respondent), acting for itself and five other creditor banks of the 6th Respondent, appointed the 3rd Respondent as Receiver/Manager of the 6th Respondent Who then took over the property and management of the property along with management of the 6th Respondent.

The 3rd respondent then entered into an agreement to sell certain assets of the North Brewery to Savannah Ventures Ltd. (1st Respondent) an incorporated company of which the 2nd Respondent was Managing Director. He agreed to sell 'the entire assets of the Company as described in the schedule' to the document, for a consideration of N15,500,000 payable by installment, the first of which was the sum of N2,500,000.00 (Two Million Five Hundred Thousand Naira) payable on or before the last day of July, 1992 and subsequently in the sum of N2,000.000.00 (Two Million Naira) payable on or before the last day of August, September, October and November, 1992.

The Agreement stated that the Purchaser (1st Respondent) shall be responsible for payment of the Company's (6th Respondent) other Secured Creditors and other priority Creditors named in the Agreement.

The schedule to the Agreement classified the assets to be sold into groups A, B, C, D, and E.

There were three separate valuations of the assets comprised in group A. Two were commissioned by 6th Respondent, the third, in 1991, was by William and Partners, a firm of Valuation Surveyors Commissioned by the Receiver.

Appellant claimed that (i) the valuation of the assets of 6th Respondent by or on behalf of the Receiver on 27th September, 1991 was neither made bona fide nor represented a fair value of the assets of the 6th Respondent,; (ii) the sale or proposed sale of 6th Respondent's assets by the Receiver was a breach of the Receiver's statutory and fiduciary duties to the 6th Respondent and its employees; and (iii) the sale or proposed sale of the said assets, machinery and property by the Receiver to the 1st Respondent and/or the 5th Respondent (Savannah Breverages Limited) was unlawful, void and of no effect whatsoever, and sought declarations on those lines. It also asked for an Orders of Injunction to restrain the Defendants from selling, transferring or disposing of the assets of the 6th Respondent or doing so at the value contained in the valuation report dated 27th September, 1992 or at any value below N232 Million; an order setting aside the sale of the assets of 6th Respondent to 1st Respondent by virtue of a sale agreement dated 22nd June, 1992 and Damages.

The Trial Judge concluded that the valuation report rendered by Williams and Partners was unreliable and that, in any event, the valuation was a gross under -valuation of the assets of the 6th Respondent. He granted the declarations sought and set aside the sale of the assets of the 6th Respondent to 1st Respondent.

Being dissatisfied the Respondents appealed to the Court of Appeal. Which dismissed the Appellant's claims. A further appeal was made to the Supreme Court.