By Jude-Ken Ojinnaka
A Federal High Court sitting in Lagos has dismissed a suit filed by Oboden Ibru, one of the sons of late Chief Olorogun Michael Ibru challenging the transfer of 999.999 ordinary shares belonging to his late father in Oteri Holdings Limited to Braze limited and Urbieje Investment limited respectively.
While dismissing the suit, the court awarded the sum of N250,000 in favour of the 1st to 6th defendants against the Plaintiff.
Delivering judgement in the suit marked FHC/L/CS/676/2017 filed by Oboden against Oteri Holdings Limited and six others, the presiding judge, Justice Chukwujekwu Aneke held that the judgement the Plaintiff (Oboden) based his case on has been set aside by the Court of Appeal.
The 1st – 7th defendants in the suit are, Oteri Holdings Limited, Braze Limited, Urbieje Investment Limited, Olorogun Oskar Ibru, Peter Ibru, Mr, Emmanuel Ibru, and the Corporate Affairs Commission.
The Plaintiff had urged the court to determine whether the purported transfer by Olorogun Michael Ibru (the erstwhile governing Director of the 1st Defendant) of his 999.999 ordinary shares in the 1st Defendant to the 2nd and 3rd Defendants is invalid and of no effect whatsoever in view and by virtue of the judgement of Justice John Tsoho delivered on the April 17, 2014 in Suit No: FHC/L/CS/981/06.
He also prayed the court to determine whether in view of Justice Tsoho’s judgement, the 4th to 6th defendants (Olorogun Oskar Ibru, Peter Ibru, and Mr, Emmanuel Ibru) being members and directors of the 2nd and 3rd defendants are in that capacity still entitled to exercise any right, powers or duties over the management, governance and control of Oteri Holdings Limited.
Consequently, he urged the court to declare the purported transfer by Olorogun Michael lbru of his 999.999 ordinary shares in the 1st defendant to the 2nd and 3rd defendants invalid and of no effect whatsoever, in view and by virtue of the judgement delivered by Tsoho.
He further prayed the court for: “A declaration that the 4th, 5th and 6th defendants in their capacity as members, officers and directors of the 2nd and 3rd defendants have no rights or powers exercisable in the management, governance, and control of the 1st defendant.
“A declaration that the 999.999 ordinary shares vested in Olorogun Michael Ibru in the 1st Defendant, now form part of the Estate of the said Olorogun Michael ibru, now deceased.
“An order directing the 1st and 7th defendants to rectify the 1st defendant’s Particulars of Shareholders/Shareholdings by reinstating the Return of Allotments Statutory Form (CO2) dated the 16th day of August 1972 and filed with the 7th defendant.
“An order directing the 1st and 7th defendants to reinstate the 1st Defendant’s Particulars of Directors contained in the Particulars of Directors Statutory Form (CO7) dated the 16th day of December 2004.
“An order of injunction restraining the 4th 5th and 6th defendants, whether by themselves, their agents or privies from continuing to exercise any rights, powers or duties in the governance, management and contro! of the 1st defendant and from continuing to exercise any powers over the assets and undertakings of the 1st Defendant.
But, the 1st to the 6th defendants in their counter-affidavit of 30 paragraphs deposed to by the 5th defendant, stated that contrary to paragraph 4 of the Affidavit in Support of the Plaintiff’s Originating Summons, the suit instituted by the 1st defendant in suit No. FHC/L/CS/981/06 was never in relation to the ownership of the shares of the 1st defendant but the wrongful transfer of its (1st defendant) shares in Aero contractors Company Nigeria to Mofta West Africa Ltd, a company owned by the Plaintiff.
That contrary to paragraphs 6 of the Affidavit in Support of the Plaintiff’s Originating Summons, the entire judgement of Justice Tsoho, delivered on April 17, 2014 is now the subject of appeal in CA/L/661/14.
They further stated that, the Late Olorogun Michael Ibru having divested himself of his majority shares in the 1st defendant company and transferred same to the 2nd and 3rd defendants since 1988, the 4th, 5th and 6th defendants have been managing the businesses of the 1st defendant and its subsidiaries since 1988 to the knowledge of the Plaintiff.
They stated that the issue submitted for adjudication by the 1st defendant before Justice Tsoho was whether the 1st defendant was entitled to treat as null and void, the purported transfer of its shares in Aero Contractors Company Nigeria Limited to the Plaintiff company, Mofta West Africa Ltd and not the ownership or shareholdings of the 2nd and 3rd defendants in the 1st defendant company.
They submitted that in a judgement delivered by the Court of Appeal on the 20th day of April 2021, the entire judgement delivered by Justice Tsoho was set aside and the relief sought in the 1st defendant’s Originating Summons were granted.
In his judgement, Justice Aneke held; “The truth of the matter is that the judgement of this court in Exhibit P1 in Suit No. FHC/L/CS/981/06 per Hon. Justice J.T. Tsoho relied upon by the Plaintiff in the instant suit did not grant anything. It merely dismissed the application of Oteri Holdings Ltd.
“The question for determination in Exhibit P1 and Exhibit OT1 reproduced above is not the same as the question for determination in the instant suit. For instance, Exhibits P1 and OT1 deal with the transfer of 18,000,000 shares of Oteri Holdings Ltd. in Aero Contractors Ltd. to Mofta West Africa Ltd.; while the instant suit deals with the transfer of 999,999 shares of Oteri Holdings Ltd. to Braze Ltd. and Urbieje Investment Ltd. Braze Ltd. and Urbieje Investment Ltd. are not parties in Exhibits P1 and OT1.
“As a matter of fact, with the Court of Appeal granting all the reliefs claimed by the Applicant in Exhibit P1, the Plaintiff’s case in the instant suit has collapsed. This is so because Exhibit P1 on which the Plaintiff based his case has been set aside by the Court of Appeal. The Plaintiff’s case therefore must be dismissed and is hereby dismissed.
“Cost of N250,000.00 is granted in favour of the 1st to 6th defendants”.
