Court of Appeal Overturns Judgement Against BASTANCHURY POWER SOLUTION COMPANY

An Appeal court sitting in Lagos has set aside the judgement of a Lagos Federal high court delivered in favour of  Fenchurch  Energy Nigeria Limited,Funsho Adeyemi, Femi Bakare who are minority shareholders of .BASTANCHURY POWER SOLUTIONS NIGERIA LIMITED

        The judgement of the Appellate court arose from the suit instituted by 2.FRENCHURCH ENERGY NIGERIA, 2. FUNSHO ADEYEMI,and 3. Femi Bakare as plaintiffs at Lagos Federal  high court against 1.BASTANCHURY POWER SOLUTIONS NIGERIA LTD,2.AFRICAN PLUS PARTNERS NIGERIA LIMITED 3.FBNQUEST TRUSTEES LIMITED and 4.STANBIC IBTC TRUSTEES LIMITED as defendants

The Plaintiffs were seeking the  following  reliefs :       

1. AN ORDER of this Honourable Court ordering a compulsory Annual General Meeting and Board Meeting to be held by the members and Directors of the 1st Defendant Company;Bastanchury Power Solutions Nigeria Limited in compliance with the Provisions of the Company and Allied Matters Act,2020-{As Amended} not more than 7days from the date the Order of Court is made.

2. AN ORDER of this Honourable Court appointing an external and independent auditor to audit the accounting books and operations of the lst and 2nd Defendants on the ground that the 2nd Defendant has unilaterally misappropriated and utilized the funds of the 1st Defendant,towards its funds to wit; Africa Infra Plus Fund {AIPF} to the exclusion of the 1st Plaintiff who is a substantial Shareholder in the 1st Defendant and the 2nd & 3rd Plaintiffs who remain Directors of the 1st Defendant as at the time of filing this suit.

3. AN ORDER of Perpetual Injunction restraining the Defendants,their agents, privies,representatives or the like from unilaterally dealing with the assets,shares,funds or any of the 1st Defendant’s assets, shares, funds or chose in action; in any manner whatsoever with all commercial Banks including the following to wit: on any accounts whatsoever maintained by the 1st Defendant with the said commercial banks until the final audit report on the accounting books and operations of the 1st Defendant is presented to the Deputy Chief Registrar of this Honourable Court.

4. AN ORDER of Perpetual Injunction restraining the Defendants from selling, charging,mortgaging of otherwise encumbering in any way any of the assets,shares,funds or any of the 1st Defendant’s assets,on behalf of the 1st Defendant Company,all the assets which includes landed properties belonging to the 1st Defendant Company;Bastanchury Power Solutions Nigeria Limited until the final audit report

of the accounting books and operations of the 1st Defendant is submitted to the Deputy Chief Registrar of this Honourable Court.

5. AN ORDER of this Honourable Court

 compelling the 3rd and 4th Defendants to disclose before this Honourable Court all the funds belonging to the 1st and 2nd Defendants in their custody and/or funds pertaining to the 1st and 2nd Defendants for the purpose of determining the funds due to the Plaintiffs in this suit.

      However,the defendants counsel Barrister Ayoola Ajayi SAN leading four other lawyers opposed the granting of the orders. 

        In it’s judgement the court granted all the reliefs of the defendants.

   However,dissatisfied with the decision of the lower court,the defendants,thorough their counsels Ayoola Ajayi SAN and Ahmed Raji SAN leading seven other lawyers filed an Appeal before the Appellate court.

       In a combined argument and submission on behalf of the Appellants’ the duo of Ayoola Ajayi SAN and Ahmed Raji SAN urged the court to over turn the judgement of the lower court, on the ground that,the suit constitute abuse of court process in view of the pending proceeding between the same parties and over the same subject matter before another judge of the same Federal high court.

       In a lead judgement delivered by Justice Jimi Olukayode Dada and unanimously endorsed by two other judges Danlami Zama  Senchi and Paul Ahmed Bassi who were member of the panel of judges who adjudicated in the matter dismissed the suit that led  to this Appeal and awarded N 500,000 against the 1st to 3rd Respondents,namely Fenchurch Energy Nigeria Limited,Mr.Funso Adeyemi and Femi Bakare.

        Justice   Jimi Olukayode Dada observed that “in my conclusion from the foregoing that the refusal of the trial court to allow the Appellants’call evidence to resolve the material conflict in the case amounted to a denial of fair hearing to the Appellants”

      He further said :

    In this case under consideration, evidence was adduced before the trial Court that the first Respondent FENCHURCH ENERGY NIGERIA LIMITED is a minority shareholder of the First Appellant BASTANCHURY POWER SOLUTIONS NIGERIA and therefore not entitled to the grant of injunction which the trial Court granted in prayers 3 and 4

    It is my view that the trial Court by acceding to the First FENCHURCH ENERGY NiGERIA. LIMITED Respondent’s prayers for injunction in effect held the Appellants to ransome.

      In view of the foregoing, this Issue Number 3 is therefore resolved in favour of the Appellants and against the 1st to 3rd Respondents.

     In the result with the resolution of Issue Numbers 1,2,3 and 4 in favour of the Appellants and against the 1st to 3rd  Respondents, it is my view that this appeal has merit and it is allowed.

The Judgment of the trial Court  delivered on 22nd Day of July, 2024 including the consequential Orders is hereby set aside.

      In its place, the suit of the Plaintiffs/Respondents which led to this appeal is hereby dismissed.

There shall be five hundred thousand naira Costs (N500,000.00) in favour of the Appellants and against the 1st to 3rd Respondents jointly and severally.

Appeal Allowed.