JUSTICE Ibrahim Buba of the Federal High Court in Lagos Thursday dismissed the notice of preliminary objection filed by Jimoh Ibrahim and Newswatch Communications Limited seeking to dismiss the application filed by two former shareholders of the company, praying the court to quash the Share Purchase Agreement (SPA), which transferred ownership of the company to Ibrahim.
Ibrahim, through his counsel, Bolaji Ayorinde (SAN), had filed the objection asking the court to dismiss the suit on the ground that it is an abuse of court process because there is a similar case before another judge of the Federal High Court. He also argued that the application was incompetent because the petitioners are not part of the SPA contract, as well as the point that only State High Courts have jurisdiction over the matter.
But in dismissing the objection, the judge held that looking at the reliefs filed in the other court, the issues are not the same. On the issue that the petition is incompetent because it is caught by Section 299 of Companies and Allied Matters Act (CAMA), which encodes the rule in Foss Vs Harbottle, the court held: “that the petition is competent as it is one of the known exceptions to the rule in Foss Vs Harbottle“. The court relied on the Supreme Court’s decision in Omisade Vs Akande (1987) 2 NWLR (Part 55) at pages 20 to 21 where Bello, Chief Justice of Nigeria (as he then was), held that even though “it is the general principle that any wrong done to a company can only be redressed by the company, where the wrongdoers are in majority, the possibility of getting the company to redress the wrong is very slim because the wrongdoers are the ones in control and they are not likely to allow the wrong to be redressed”.
The judge, therefore, held that the petition is one of those cases where minority shareholders are allowed to ventilate their grievances in court.
Justice Buba also held that it is the law through the constitution and the CAMA that vested jurisdiction on the Federal High Court and that the parties cannot agree by themselves to oust the jurisdiction of the court.
He, therefore, dismissed the objection and held that the petition was competent. Thereafter, the judge proceeded to hear the petitioners’ motion for interlocutory injunction in which they sought to stop the respondents from going ahead with publications and deferred ruling on the motion till tomorrow.
Petitioners’ counsel, Adekunle Oyesanya (SAN), had urged the court to dismiss the respondents’ objection and proceed with the substantial matter. He insisted that the plaintiffs have the locus standi to bring the action even as minority shareholders. “We submit that in the particular circumstances of this case, the petitioners are entitled to sue under the exceptions to the rule that only the company can sue for the wrong done to it. He supported his argument with couple of authorities. He also contended that the action was not an abuse of court process.
The two former shareholders, Nuhu Wada Aruwa and Professor Jibril Aminu, had filed the action. The respondents are Newswatch Communications Limited, Global Media Mirror Limited, Jimoh Ibrahim, Newswatch Limited and Corporate Affairs Commission.
The plaintiffs are seeking an interlocutory injunction restraining the first to fourth respondents by themselves, their agents or privies from publishing and selling to the public or causing to be published and sold to the public a daily and weekend newspaper known as Daily Newswatch, Saturday Newswatch and Sunday Newswatch as advertised in the National Mirror Newspaper of January 15, 2013, pending the hearing and determination of the substantial suit.
Supported by a 28-paragraph affidavit deposed to by Aruwa, the former shareholders averred that the 2nd and 3rd respondents purportedly came into majority ownership and/or control of the Newswatch Communications Limited by virtue of a Share Purchase Agreement entered into between 1st and 2nd respondents in May 2011.
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