Lagos law firm A.O S. PRACTICE drags NDIC to court over N2.9bn legal fees
By Onyewuchi Ojinnaka
In a bid to claim its legal fee of N2, 932, 284,172.965 , a Lagos law firm. A.O.S PRACTICE has dragged the National Deposit Insurance Corporation (NDIC) the liquidator of Heritage Bank Plc before a Federal High Court sitting in Lagos.
In the Suit No FHC/L/CS/830/2025 before Justice Owoeye A. Oluseyi, the law firm is seeking the following reliefs from the court :
“An Order of interlocutory injunction restraining NDIC whether by itself, servants, agents, privies, subsidiaries and any person howsoever described, acting under its authority from taking any steps to enforce the part of the NDIC’s letters dated 4th April 2025, and 11th April 2025 requesting that the Plaintiff return all files and documents in respect of the delinquent loan portfolios of Heritage Bank Plc customers, which the Plaintiff/Applicant was engaged to recover pending the hearing and determination of this suit
An Order of interlocutory Injunction restraining the NDIC whether by itself, its servants, agents. privies, subsidiaries and any person(s) howsoever described, acting under Its authority from demanding and/or further demanding either directly through the Defendant/Respondent, its agents, privies or through any other institution whatsoever, all files and documents in respect of the delinquent loan portfolios of Heritage Bank Plc customers which the Plaintiff/Applicant was engaged to recover pending the hearing and determination of this suit.
An Order of interlocutory Injunction restraining the NDIC whether by itself, its servants, agents, privies, subsidiaries and any person(s) howsoever described, acting under its authority that the custody of the files and/or documents in respect of the delinquent loan portfolios of Heritage Bank PLC’s customers that the Plaintiff was engaged to recover should not be disturbed in any way whatsoever pending the hearing and determination of this suit.
According to an affidavit in support of the Motion on Notice sworn to by the litigation manager in the employment of A.O.S Practice, Barrister Akintomide Oyewole, filed and argued before the court by Chief Ajibola Aribisala (SAN), leading two other senior lawyers Adebayo Olaleye and A.A. Aribisala junior, what led to the current legal hostility started sometimes in 2015 when
the Law firm of A.O.S. Practice was appointed to provide legal services to Heritage Bank Plc (in Liquidation) vide the Legal Services Agreement dated 7th October 2015.
However, the erstwhile management of Heritage Bank in conjunction with the Central Bank of Nigeria (CBN) breached the duty of care owed to the Plaintiff and acted in breach of the Legal Services Agreement dated 7th October 2015 by terminating the Plaintiff’s services prematurely.
The Central Bank of Nigeria in breach of the duty of care reposed on it regarding the Plaintiff’s interest in the legal services being provided to the Bank, gave an ultra vires direction to Heritage Bank to terminate the Plaintiff’s services prematurely.
Heritage Bank acting on ultra-vires directive of the CBN demanded that the Plaintiff return all files and documents in respect of the delinquent loan portfolios of Heritage Bank’s Plc customers that the Plaintiff was engaged to recover.
Dissatisfied with this breach of duty of care owed by Heritage Bank and the Central Bank of Nigeria, the Plaintiff instituted an action before the Court seeking redress as well as damages in the sum of N1,781,438,029.52 and $751,820.89 (USD) vide an Originating Summons dated 31st May, 2023.
In a well considered Judgement, the Court entered judgement in favour of the Plaintiff on the 20th of February 2024 In the following sums N1.761.436,029.52 and $751,820.89 (USD). Therefore, the total Judgement Sum entered in favour of the Plaintiff in Naira equivalent is N2,932,284,172.965.
However Heritage Bank refused and/or neglected to pay the above Judgement sum to the Plaintiff. Instead the Bank filed a Motion on Notice dated 26th February 2024 seeking a stay of execution of the Judgement of the Court dated 20th February 2024.
In a well-considered ruling delivered on 24th May 2024, the Court, granted a conditional stay of execution of its Judgement dated 20th February 2024.
The said stay was only to become operative upon the immediate payment of the Judgement debt by Heritage Bank into any of the interest yielding account designated by the Court, particularly the account in the name of the Chief Registrar of the Court. Inspite of the condition given, the bank still refused to obey the order of the court.
In furtherance of the facts deposed to in the preceding paragraphs, the Plaintiff wrote a letter dated 31st May 2024 to Heritage Bank requesting that Heritage Bank should comply with the order of the Court dated 24th May 2024, failure which the Plaintiff may be constrained to initiate Judgement enforcement proceedings against the Bank.
Notwithstanding, Heritage Bank failed to respond and/or controvert the contents of the Plaintiff’s letter dated 31st May 2024. The Bank also failed to comply with the Order of the Court as contained in the Ruling dated 24th May 2024.
It was stated that as at the time of filing this application there is no effective order of stay of execution or any form of encumbrance on the Judgement of the Court dated 20th February 2024.
On 3rd of June 2024, the Central Bank of Nigeria revoked the Banking license of Heritage Bank, citing its mandate to promote a sound financial system in Nigeria and in exercise of its powers under Section 12 of the Banks and Other Financial Institutions Act (BOFIA) 2020.
Nigeria Deposit Insurance Corporation appointed as liquidators of Heritage Bank with the implication that it inherited the Central Bank of Nigeria rights and liabilities of the said bank. The Corporation was vested with all rights and liabilities accruable to Heritage Bank Plc. All rights and liabilities formerly accruable to Heritage Bank Plc are now accruable to the Nigeria Deposit Insurance Corporation (defendant).
The defendant has therefore refused and/or neglected to pay/liquidate the Judgement sum as contained in the Judgement of the court.
On 13th June 2024, the defendant through publications made on several media outlets, listed the assets and properties belonging to Heritage Bank Plc. (in Liquidation) for sale and invited interested parties to come
and bid for the said assets.
By virtue of the said publication the NDIC has been trying to dissipate the assets of Heritage Bank without satisfying the Judgement of the Court or comply with the ruling of conditional stay of execution granted by the court.
The facts deposed to by Barrister Oyewole shows that the NDIC has by its action and municipal laws, “shown total disregard for the vires of this Court as well as the grundnorm (i.e., the 1999 Constitution (as amended)”
“The facts deposed to in the preceding paragraph creates special and exceptional circumstances in this situation that requires the grant of this Application in favour of the Plaintiff.”
“The Plaintiff will not be able to reap the fruit of its Judgement if this application is not granted in favour of the Plaintiff.
It has shown by Exhibits filed before the court that if not restrained by the Court, the defendant will take laws into its hands and recover all the files and documents of the delinquent loan portfolios of the customers of Heritage Bank in the Plaintiff’s custody and the Plaintiff will not be able to reap the fruits of the Judgement in its favour.
The Plaintiff has undertaken to pay damages if it turns out that orders sought herein ought not have been made.
However, in the preliminary objection and counter affidavit filed on behalf of NDIC by its counsel, Chief Emeka Ngige (SAN) contended that as liquidator it did not inherit the liabilities of Heritage Bank Plc. “The statutory mandate of the defendant is to conduct liquidation of the failed bank”.
In addition liabilities of Heritage bank Plc. are not automatic liabilities of the defendant. “The defendant is concerned with the maximum recovery and realisation of assets of the failed bank to enable it to discharge the deposit and other liabilities of the said bank.”
The Affidavit in support of the Originating Summons, shows that the defendant and banks in liquidation including Heritage Bank are shielded from execution of court judgements in connection with liquidation related claims.
However in a further affidavit in support of the originating summons, Chief Aribisala (SAN) argued that contrary to the deposition of the defendant counter affidavit, following the appointment of the defendant as the liquidator of Heritage bank Plc by the Central bank of Nigeria, the rights and liabilities of Heritage bank in-liquidation accrue to the defendant.
“This is in line with the provision of Section 588(1)(a) of the Company And Allied Matters Act 2020 which provides that the defendant has vires to bring or defend an action in the name of Heritage bank Plc after the appointment of the defendant as its liquidator.
“Section 588 (d) of the Company And Allied Matters Act 2020 specifically provides that the liquidator has the power to pay any classes of creditor in full”.
In further response to the deposition, Chief Aribisala (SAN) said the judgement and the ruling of the court dated 20th February, 2024 and 24th May, 2024 respectively attached as exhibits are valid and still subsisting as they have not been set aside by court of competent jurisdiction and are therefore binding on the parties.
Meanwhile, Justice Owoeye has reserved judgement to a further date which will be communicated to the parties.
