An Appeal court sitting in Lagos has set aside the judgement of a Federal high court, Lagos delivered in favour of Fenchurch Energy Nigeria Limited, Funsho Adeyemi and Femi Bakare, who are minority shareholders of Bastanchury Power Solutions Nigeria Limited.
Bastanchury Power Solutions Nigeria Limited has approached the appellate court praying for an order urging the court to overturn the judgement of the lower court on the ground that the suit constitute abuse of court process in view of the pending proceeding between the same parties over the same subject matter before another judge of the same Federal high court.
The judgement of the Appellate court was sequel to the suit instituted by Frenchurch Energy Nigeria, Funso Adeyemi and Gemi Bakare before the Lagos Division of the Federal High Court against Bastanchury Power Solutions Nigeria Limited, African Plus Partners Nigeriaikited, FBNQuest Trustees Limited and Stanbic IBTC Trustees Limited.
Among others, Fenchurch Energy Nigeria Limited and others have prayed the trial court for an order “ordering a compulsory Annual General Meeting and Board Meeting to be held by the members and Directors of the 1st Defendant Company; Bastanchury Power Solutions Nigeria Limited in compliance with the Provisions of the Company and Allied Matters Act, 2020 {As Amended} not more than 7days from the date the Order of Court is made.”
Also, the Claimants asked for an order of Court appointing an external and independent auditor to audit the accounting books and operations of the lst and 2nd Defendants on the ground that the 2nd Defendant has unilaterally misappropriated and utilized the funds of the 1st Defendant, towards its funds to wit; Africa Infra Plus Fund {AIPF} to the exclusion of the 1st Plaintiff who is a substantial Shareholder in the 1st Defendant and the 2nd & 3rd Plaintiffs who remain Directors of the 1st Defendant as at the time of filing this suit.”
They equally prayed for a Perpetual Injunction restraining the Defendants, their agents, privies,representatives or the like from unilaterally dealing with the assets,shares,funds or any of the 1st Defendant’s assets, shares, funds or chose in action; in any manner whatsoever with all commercial Banks including the following to wit: on any accounts whatsoever maintained by the 1st Defendant with the said commercial banks until the final audit report on the accounting books and operations of the 1st Defendant is presented to the Deputy Chief Registrar of this Honourable Court.
As well the Claimants prayed for “an order of perpetual Injunction restraining the Defendants from selling, charging, mortgaging of otherwise encumbering in any way any of the assets, shares, funds or any of the 1st Defendant’s assets, on behalf of the 1st Defendant Company, all the assets which includes landed properties belonging to the 1st Defendant Company; Bastanchury Power Solutions Nigeria Limited until the final audit report of the accounting books and operations of the 1st Defendant is submitted to the Deputy Chief Registrar of this Honourable Court.”
They also asked for an order of this “compelling the 3rd and 4th Defendants to disclose before this Honourable Court all the funds belonging to the 1st and 2nd Defendants in their custody and/or funds pertaining to the 1st and 2nd Defendants for the purpose of determining the funds due to the Plaintiffs in this suit.
The defendants counsel, Ayoola Ajayi SAN leading four other lawyers opposed the granting of the orders.
In it’s judgement the court granted all the reliefs of the defendants.
However, dissatisfied with the decision of the lower court, the defendants, thorough their counsels, Ajayi SAN and Ahmed Raji SAN leading seven other lawyers filed an Appeal before the Appellate court.
In a combined argument and submission on behalf of the Appellants’ the duo of Ayoola Ajayi SAN and Ahmed Raji SAN urged the court to over turn the judgement of the lower court, on the ground that the suit constitute abuse of court process in view of the pending proceeding between the same parties and over the same subject matter before another judge of the same Federal high court.
In a lead judgement delivered by the appeal’s Justice Jimi Olukayode Dada and unanimously endorsed by two other judges Danlami Zama Senchi and Paul Ahmed Bassi who were member of the panel of justices who adjudicated in the matter dismissed the suit that led to this Appeal and awarded N 500,000 against the 1st to 3rd Respondents,namely Fenchurch Energy Nigeria Limited,Mr.Funso Adeyemi and Femi Bakare.
Justice Jimi Olukayode Dada observed that “in my conclusion from the foregoing that the refusal of the trial court to allow the Appellants’call evidence to resolve the material conflict in the case amounted to a denial of fair hearing to the Appellants”
It stated that “this case under consideration, evidence was adduced before the trial Court that the first Respondent, Frenchurch Energy Nigeria Limited is a minority shareholder of the First Appellant, Bastastanchury Astanchury Stan Solutions Nigeria and therefore not entitled to the grant of injunction which the trial Court granted in prayers.
“It is my view that the trial Court by acceding to the first Respondent’s prayers for injunction in effect held the Appellants to ransome.
“In view of the foregoing, this Issue Number 3 is therefore resolved in favour of the Appellants and against the 1st to 3rd Respondents.
” In the result with the resolution of Issue Numbers 1,2,3 and 4 in favour of the Appellants and against the 1st to 3rd Respondents, it is my view that this appeal has merit and it is allowed.”
“The Judgment of the trial Court delivered on 22nd Day of July, 2024 including the consequential Orders is hereby set aside.”
” In its place, the suit of the Plaintiffs/Respondents which led to this appeal is hereby dismissed.”
“There shall be five hundred thousand naira Costs (N500,000.00) in favour of the Appellants and against the 1st to 3rd Respondents jointly and severally.
Appeal Allowed.” The court held.
