From Godwin Tsa, Abuja
The Abuja division of the Federal High Court has been urged to dismiss a suit by two sacked directors of an oil firm – Green Energy International Ltd – seeking to cancel a $300 million loan financing package being processed to finance the expansion of the company.
The two former directors listed in the suit – Ayodele Olojede and Dr Bunu Alibe- who are minority shareholders in the company, are claiming that they were not properly briefed on the agreements and thus the projects should be truncated.
Hearing in the case was stalled on Tuesday due to the absence of the judge, Mr Justice Ijeoma Ojukwu, following her transfer out of jurisdiction.
The matter has now been adjourned to May 4 for hearing.
In the company’s (Respondent/Applicants) motion on notice filed on March 19 by their counsels, Yusuf Ali, SAN, PIN Ikwueto, SAN, and Ben Anachebe, SAN, the Applicants are praying the court to dismiss the suit for incompetence and want of jurisdiction on the grounds that the complaints of the former directors in their petition are predicated on matters of internal management of the company and Code of Corporate Governance being inapplicable to the oil firm as a private company.
The company stated that the acts/transactions complained of by the petitioners mainly project horizon being primarily loan financing transactions are matters for which the Board of Directors have power to transact in the interest of all shareholders for the expansion of the company’s core business and the minority shareholders have no legal right to interfere with company’s management thus rendering their suit incompetent.
The company stated that the loan financing arrangement being midwifed by international consortium of financiers, which the petitioner complained about has been earlier approved by the management and Board of Directors at meetings where the petitioners were present, participated and approved, hence their petition lacked merit and should be thrown out.
The court was told that by virtue of the Memorandum of Association of the company, the company is fully empowered to raise loan, borrow money in such manner as the company shall think fit, hence all actions taken by the company’s Board of Directors were within their powers.
It stated that the appointment of Chairman and Managing Director of the company being complained about are matters which the Articles of Association of the company have made provision for and the present situation of the position being occupied by one person, was not prohibited by the Articles of Association of the company.
It further stated that the minority shareholders have never complained about the second respondent Applicant – Prof Anthony Adegbulugbe – being both Chairman and Managing Director and had indeed in the past applauded his sterling qualities and competence, hence are estopped from complaining otherwise.
Finally, the company sought the petition to be thrown out on the ground of lack of jurisdiction since the petition have been caught by the rule in Foss v Harbottle, which is applicable in Nigerian jurisprudence and has been upheld by the Supreme Court in several cases that the court is prohibited from interfering in the internal management of a company at the behest of minority members when such acts complained of can be ratified by majority shareholders who have the power to do so.
The court had earlier on March 2 dismissed the motion of the sacked directors seeking to discharge the ex parte order of the court asking all parties to attend a meeting held on November 12, 2020, to ‘afford parties a happy medium’ to resolve their differences, which the minority shareholders disobeyed claiming it was a breach of their fundamental rights.
The court, in its ruling on the application for order discharging the exparte order granted on November 4, 2020, argued by their counsel, A Agbabiaka, SAN, said the application by the defendant applicant had become academic and spent, having expired and the order having been implemented by the Plaintiff.