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  • Josiah Cornelius Ltd v. Ezenwa
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  • 2002-08-26
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Josiah Cornelius Ltd v. Ezenwa

1.      JOSIAH CORNELIUS LIMITED

2.      MASTER MALLEABLE FITTING FOUNDERS NIGERIA LIMITED

3.      THE WHEEL BARROWS HAND TRUCKS

AND CARTS MANUFACTURING COMPANY

LIMITED

4.      THE ROAD MASTER INDUSTRIES (NIG.) LIMITED

V

CHIEF CORNELIUS OKEKE EZENWA

SUPREME COURT OF NIGERIA

MOHAMMADU LAWAL UWAIS, CJN ( Presided )

UTHMAN MOHAMMED, JSC

ALOYSIUS IYORGYER KATSINA-ALU, JSC

UMARU ATU KALGO, JSC ( Read the Lead Judgment )

EMMANUEL OLAYINKA AYOOLA, JSC

SC. 95/2000

FRIDAY, 14TH JUNE, 2002

APPEAL - Decision of the Court of Appeal - When the Supreme Court can interfere therewith

APPEAL - Discretion of trial court - Impropriety of Court of Appeal substituting its own thereof

COMPANY LAW - Companies and Allied Matters Act, section 312(2)(c) Discretion of Federal High Court to grant an application pursuant thereto - Exercise of

COURT - Decision of the Court of Appeal - When the Supreme Court can interfere therewith

COURT - Discretion of trial court - Impropriety of Court of Appeal substituting its own thereof

COURT - Federal High Court - Discretion thereof to grant or refuse an application pursuant to section 312(2)(c) of the Companies and Allied Matters Act and Order XLV rules 7 and 8 of Federal High Court ( Civil Procedure) Rules - Exercise of

COURT - Trial Judge - Discretion thereof - Whether exercised judicially and judiciously in view of the submission of counsel in the trial court in the instant case at the trial court

JUDGMENT AND ORDERS - Order of court - Compliance with any part thereof by party without complaint - Whether estops such party from further challenging the orders through an appeal

Issue:

Whether the reasons given by the trial Judge before making the orders in his ruling under appeal were irrelevant and untenable in law, and insufficient in sustaining the exercise of the discretion to make the orders.

Facts:

The respondent herein and his friend, Mr. Josiah Samuel Okechukwu Nnoruka jointly formed four (4) companies in the share proportion of 60% to Mr. Nnoruka and 40% to the respondent. In April 1991, the respondent filed four separate petitions for winding up of all the companies as appellants herein. After hearing the petition and subsequent address of counsel, the trial Federal High Court refused the prayer, struck out the application and ordered inter alia that the majority shareholder, Mr. Nnoruka, buys the shares of the minority shareholder at a fair value to be assessed by a firm of Chartered Accountants specifically appointed for that purpose and such assessment be made to form part of the order of court. That the majority shareholder pays any sums assessed by the said chartered accountants as fair value of the shares of the minority shareholder in the four companies.

The respondent’s appeal to the Court of Appeal against the said order was allowed and same was set aside. Dissatisfied the appellants appealed to the Supreme Court. The Supreme Court set aside the decision of the Court of Appeal and that of the trial court was restored.

The matter returned to the trial Federal High Court and the sum of N116,708,678.80 was adjudged by the court as being fair value in monetary terms of the shares of the majority shareholder in the four companies. Subsequently, the respondent applied to the trial court to fix a deadline for payment of the said amount to him and the manner of payment. The appellant also filed an application praying the court to grant an enlargement of time within which the majority shareholder is to pay the respondent. The trial court consolidated the two applications and after hearing of same ruled that the majority shareholder shall pay to the minority shareholder the sum of N30,708,678.80 on or about the 31st of January 1998 and thereafter liquidate the balance of N8.6 million effective from 31st day of January, 1999 to end on 31st day of January, 2008 when the last instalment shall be paid with 2% interest on the sums remaining unpaid.

Dissatisfied again the respondent appealed to the Court of Appeal. The Court of Appeal set aside the order of the trial court and substituted its own order.

Dissatisfied the appellants therefore appealed to the Supreme Court.