Court restrains Germaine Sales boss, Anthony Chukwueke, three others from dealing with assets, properties of Germaine Group
By Onyewuchi Ojinnaka
Crisis rocking the business of Chukwueke family of Awaka in Owerri Imo State has degenerated into legal hostility as one of the aggrieved members of the family, Mr Ambrose Uba Chukwueke filed a suit against his brother Dr Anthony Onuegbu Chukwueke over purported shareholders agreement drawn by Anthony without any board resolution.
The case of Ambrose Uba Chukwueke (Plaintiff) as stated in his claim and the affidavits deposed thereto is that there was no authorization for the merging of the 4th, 5th,11th and 12th defendants’ companies to make up of the GERMAINE SALE’s company and special placement of the shares by the general meeting of the 4th, 5th, 11th and 12th defendants because there was no proposal to pass any such resolution in any general meeting and indeed no notice of such meeting was ever issued or published as required by Registrar General.
That Corporate Affairs Commission Rules states that every member shall, notwithstanding any provisions in the Articles, have a right to attend any general meeting of the company and to speak and vote on any resolution before the meeting.
That Section 219 (1)(a) of the CAMA also provides that every member of the company shall be entitled to receive notice of a general meeting of the company and by the provisions of Section 221(2) of the Act, the failure to give notice to a person entitled to receive such notice, i.e. a member of the company, shall invalidate the meeting unless such omission is an accidental omission on the part of the person giving the notice.
That it is trite that a member of a company or a shareholder thereof has statutory right prescribed by virtue of the shareholding which right include attendance and voting at the AGM.
The Plaintiff in his capacity as a shareholder of the 4th,5th,11th, and 12th defendants’companies filed this suit claiming against the defendants that the Shareholders Agreement dated 20th day of June 2019 (Germaine Sales MOU), allegedly drawn by Dr. Anthony Chukwueke in collaboration with trio of Germaine Sales Limited, Onyx Multiventures, and Ego Nwawuba Nigeria Limited, merging them with the 4th, 5th, 11th and 12th defendants’ companies into a “Group of companies” under the control and management of the GERMAINE SALES LIMITED name without any meeting of the companies to vote as shareholders and pass board resolutions in compliance with the procedure set out by the Corporate Affairs Commission as null and void and that same should be set aside.
Based on the above state of affairs, the Plaintiff sought other reliefs including but not limited to an order for appointment of interim receiver manager for the GERMAINE SALES ‘group of companies’ by the Court, and the setting aside of the purported GERMAINE SALES COMPANY’s Board resolution suspending the plaintiff as the Managing Director/Chief Executive Officer of the 11th Defendant company,GERMAINE HEALTH CENTRE LIMITED.
Listed as respondents/defendants to the suit are:
- GERMAINE SALES LIMITED
- DR.ANTHONY ONUEGBU CHUKWUEKE
3.ONYX MULTIVENTURES SERVICES LIMITED
4.GERMAINE AUTO CENTRE LIMITED
(Formerly GERMAINE AUTO- CARE CENTRE LIMITED)
5.GERMAINE PROPERTIES & INVESTMENT LIMITED
6.EGO NWAWUBA NIGERIA LIMITED - MR.EMEKA OKOLO
8.MAJIME CONSULTING & MANAGEMENT LIMITED - CHIEF GERALD NDUDI CHUKWUEKE
- REGISTRAR GENERAL, CORPORATE AFFAIRS COMMISSION
- GERMAINE HEALTH CENTRE LIMITED
- GERMAINE PHARMACEUTICALS LIMITED
The presiding judge, Justice Ahmad Kala of a Federal High Court sitting in Lagos in his ruling, restrained perpetually Dr.Anthony Onuegbu Chukwueke, his two Companies, Onyx Multiventures Services Limited, Majime Consulting & Management Limited and their agents from dealing with the assets and properties belonging to Germaine Sales Limited, Germaine Auto Centre Limited, Germaine Properties Investment Limited, Germain Health Centre Limited and Germaine Pharmaceuticals Limited.
The Judge also granted the following orders:
“An order declaring that the Shareholders agreement dated 20th purportedly drawn by Dr. Anthony Onuegbu Chukwueke between the Plaintiff’s companies without any board resolution or without any requisite compliance with the procedure set by the Corporate Affairs Commission (CAC’) is hereby set aside forthwith having been declared null and void.
“An order is granted that all actions taken by the 1st, 2nd 3rd, 7th and 4th defendants on behalf of the Germaine Group of companies is null and void
“An order is granted declaring that the purported suspension of the plaintiff Mr. Ambrose Chukwueke as the MD/CEO OF GERMAINE HEALTH CENTRE LTD through a letter dated 23rd October 2021 issued by the Dr.Anthony Onuegbu Chukwueke to the Plaintiff is null and void and hereby set aside.
“An order is granted declaring that the act of making GERMAINE AUTO Centre inactive for the purpose of diverting its resources to finance the GERMAINE SALES LIMITED without due process of law as illegal and null and void.
“An order of perpetual injunction is hereby granted restraining the 2nd,3rd,7th and 8th Defendants whether by themselves or through their servants, agents and or privies or whosoever is acting from dealing with the assets and properties belonging to the 1st, 4th,5th,11th and 12th Defendants Germaine group of companies or seeking to perfect, complete any legal instrument with the aim of transferring and ultimately dissipating the assets and properties belonging to, or interfere howsoever in the business undertaking or other activities of the 1st,4th,5th,11th, and 12th Defendants.
“Cost of this suit assessed in the sum of N400, 000 00 four hundred thousand Naira only awarded in favour of Mr.Ambrose Uba Chukwueke and against Dr.Anthony Onuegbu Chukwueke,Onyx Multiventures Services limited,Emeka Okolo in law to Dr Anthony chukwueke and. Majime Consulting & Management Limited who are the 2nd,3rd,7th and 8th Defendants jointly and severally
These orders of the court were upon a suit filed before the court by a team of six lawyers on behalf of an aggrieved member of the family MR.AMBROSE UBA CHUKWUEKE who is a major shareholder of the 4th,5th,11th, and 12th defendants companies challenging Dr.Anthony Chukwueke, his blood brother’s alleged illegal antics to annex, take over control and exercises exclusive dominion over all of the assets and management of the GERMAINE titled companies.
However, counsel for the 1st to 9th defendants had argued that the creation of the “GROUP OF COMPANIES” in the name of GERMAINE SALES by Dr.Anthony Onuegbu Chukwueke is in the best interest of the companies as a whole so as to protect their assets, further their businesses, and Promote the purposes for which the companies were formed, and in such manner as a faithful, diligent, careful and, ordinarily skillful manager would act in the circumstances.
While granting the orders as sought by the Plaintiff, Justice Kala in his judgement said: “This is not a valid reason to circumvent the law and rules on corporate governance in claiming to have acted in the best interests of the companies, when in the evidence of the Plaintiff is otherwise-a
case of being more catholic than the Pope.
“The right of the members of the 4th, 5th,11th and 12th Defendants’ companies to vote on whether or not to restructure their companies and or to sell their shares is statutorily fortified and which cannot be tempered with by any other person including the Defendants in whatsoever manner and under any guise of gesture or goodwill like in the instant Dr.Anthony Chukwueke attempted doing in active collaboration with other Defendants.
“I therefore, find and resolve the lone issue for determination in favour of the Plaintiff.Having regards to the facts in support of the originating motion and the issues disclosed therein, the claim succeeds in terms of prayers 1, 3, 4, 9 and 12, same are hereby granted as prayed”.
The prayers granted in favour of the plaintiff had earlier been stated above.
