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U.O.O. NIGERIA PLC v. MR. MARIBE OKAFOR & ORS

(2020) LPELR-49570(SC)

In The Supreme Court of Nigeria

On Friday, the 13th day of March, 2020

SC.713/2016


Before Their Lordships

OLABODE RHODES-VIVOUR Justice of The Supreme Court of Nigeria

MARY UKAEGO PETER-ODILI Justice of The Supreme Court of Nigeria

CHIMA CENTUS NWEZE Justice of The Supreme Court of Nigeria

AMINA ADAMU AUGIE Justice of The Supreme Court of Nigeria

EJEMBI EKO Justice of The Supreme Court of Nigeria


Between

U.O.O. NIGERIA PLC - Appellant(s)

AND

1. MR. MARIBE OKAFOR
2. BARR. NNAEMEKA AKUNETO
3. OBIMMA OZOEMENA
4. UDEWULU NZEDINMA
5. OKEZIE OKAFOR
6. AMUZIE OKAFOR
7. CHUKWUMA NNAJI
8. EMEKA EZE
9. NDUBUEZE EZE
10. UGWUMBA OKAFOR
11. NWANZE IBE
12. CHUKWUMA ANABUIKE
13. CHIGOZIE EZE
14. MOUNEKE AKPUDUMOGO
(For themselves and on behalf of all Shareholders of U.O.O. Nigeria Plc., excluding Edozie Okafor, Abalunnye Okafor, Igpoabianomagba Okafor, Nwokedike Okafor, Mrs. Mgborie Okafor, Nsobundu Okafor, Nwaorah Okafor, Otoh Okafor, Chukwudinka Okafor, Mrs. Ukaegbu Okafor, Nzekunie Nduaguba, Ugwunnwa Okafor, Anosike Okafor, and any other Shareholder, who supports them) - Respondent(s)


Other Citations

; ;


Summary

INTRODUCTION:
This appeal borders on Company Law.
FACTS:
This is an appeal against the judgment of the Court of Appeal, Lagos Division, Coram: Sidi Dauda Bage JCA (as he then was), Samuel Chukwudumebi Oseji and Abimbola Osarugie Obaseki- Adejumo JJCA, delivered on the 18th day of May, 2016 dismissing the appeal hence the recourse of the appellant to the Supreme Court.
The Appellant Company was founded by one late Nze Uche Okafor, who had seven wives, and fifty-five Children. Before his death in January 2007, the late Uche Okafor, had by a letter dated 27/1/2004, tendered his resignation as the Chairman/Managing Director/Chief Executive of the Company, to the Board of Directors, and appointed his son, "Edozie Uche Okafor", as his nominee for the said positions.

Paragraph 80(d) of the Company's Articles of Association dated 4/8/2004 therefore read:
Mr. Edozie Uche Okafor, having been nominated by Chief Uche Okafor to succeed him as Chairman, Managing Director/Chief Executive (MD/CEO) of the Company is hereby made a life Director of the Company and the Chairman, Managing Director and Chief Executive of the Company for life. The said Edozie Uche Okafor is hereby made the Chairman of the Board of Directors for life. Any contrary provisions to this effect on this Articles of Association is to be interpreted subject to the provision of this Clause.

In February 2005, some of the Directors and Shareholders indicated their desire to disinvest from the Company, and at an Extra Ordinary General Meeting of the Company held on 9/2/2005, a 10-man Asset Valuation Committee was set up to inter alia value its assets/shares. The said Committee worked with some professional companies and came up with a unit price of N1.50 Naira per share that was rejected, and after negotiations, the Parties agreed to N2.65 Naira per share.

At the Annual General Meeting (AGM) of the Company held at Aba on 9/3/2007, the SPECIAL BUSINESS on the AGM's Agenda was:
To receive and adopt N2.65k as the value of each share of U.O.O. Nigeria Plc., as agreed by the Members of the Revaluation Committee.

But, as the Chairman, Nze Edozie Okafor, was reading his Address, and mentioned the said unit price of N2.65k, there was commotion, and the Meeting became very rowdy. The said Nze Edozie Okafor left the venue of the Meeting when the first Respondent moved a Motion for his removal as Chairman of the Company. He was later informed that the Directors and Shareholders, who stayed behind, voted to remove him as the Chairman and that the first Respondent, who moved the said Motion, was appointed the new Chairman.
On 21/3/2007, Nze Edozie Okafor took out an action against the Respondents at the Federal High Court, Lagos in the name of the Appellant Company. On 13/7/2007, he summoned a Meeting of the Board of Directors to ratify his action, and the Board resolved that:
The action taken by the Chairman to go to Court to challenge the alleged removal of the Chairman was in order and thereby gave its authority to the effect that the matter should be diligently pursued.
He therefore challenged his removal and demanded that he be re-instated.
It was argued for the Respondents that the action cannot be maintained in the name of the Company because evidence led at the trial shows that this is a personal action on the part of the Appellant. They also counter-claimed.

The learned trial Judge, Okeke, J. dismissed the Appellant's claim and granted the counter-claim of the Respondents. His appeal to the Court of Appeal was dismissed hence this appeal to the Apex Court.

ISSUES:
The appeal was determined on the issue of whether the action filed in the name of the Appellant Company is competent or not.
DECISION/HELD:
The appeal was unanimously dismissed for lack of merit.


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