The Court of Appeal in Abuja has upheld the removal of Dr. Bunu Alibe and Mr. Ayo Olojede as directors of an indigenous oil company, Green Energy International Limited.
In a judgment on Monday, a three-member panel of the appellate court was unanimous in setting aside an earlier judgment delivered on September 23, 2022 by Justice Bolaji Olajuwon of the Federal High Court, Abuja, which had among others, reversed their removal.
The Court of Appeal faulted Justice Olajuwon’s decision that sufficient notice was not accorded Alibe and Olojede before the holding of the November 12, 2020 Annual General Meeting (AGM) of the Green Energy Oil firm where the decision to remove them was taken, among other resolutions.
The judgment on Monday was on the appeal marked: CA/A/CV/1248/2022 filed by Green Energy and its Chairman, Professor. Anthony Adegbulugbe against the September 23, 2022 decision by Justice Olajuwon.
In the lead judgment, authored by Justice Jamilu Tukur, but read on Monday by Justice Danlami Senchi, the Court held that the removal of Alibe and Olojede was in compliance with relevant laws, particularly the Companies and Allied Matters Act (CAMA).
It further held that from the evidence before the trial court, Green Energy Company complied with the necessary requirements for the issuance the notice for AGM, noting that the notice in the instant case, was issued and received on the 22nd of October 2020, which constitutes 21 clear days notice for the meeting held on November 12, 2020
The court faulted the trial judge for voiding the AGM and nullifying all the decisions and resolutions of the meeting, including Alibe and Olojede’s removal.
While holding that Prof. Adegbulugbe was not a necessity party in the case, the court set aside the N3million damages awarded against Green Energy in the trial court’s judgment.
The Court said the necessary party before the trial court was the 1st appellant (Green Energy), because the respondents’ claims were against the 1st appellant.
“It is the 1st appellant company that allegedly failed to issue proper special notices of the removal of the respondents as directors. The presence of the 2nd appellant is a mere surplusage, that is, desirable, but not compulsory.
“The 2nd appellant or any member of the company could have been called as a witness and the court will still be able to effectively determine the controversy between the parties,” the court said and proceeded to strike out Prof Adegbulugbe’s name from the original suit filed at the Federal High Court.
It faulted the respondents’ argument that not notifying them prior to the meeting of their impending removal violated their right to fair hearing on the grounds that they were heard on the issue before they were removed as directors.
Justice Tukur said: “When it comes to the issue of re-election, non-election or the removal of a director of the 1st appellant (Green Energy), it is sufficient if a notice of the holding of annual general meeting of the company is served on the members of the company, as shown to have been done in the instant case.
“Adverting to the provisions of the Articles of Association of the 1st appellant, particularly Articles 19 to 33 which deal with annual general meeting, it is crystal clear by the provisions of the Articles thereof that election and non-election of directors of the company is part of the ordinary business of the AGM.
“Where the respondents (Alibe and Olojede) were duly served with the notice of the AGM and they failed or neglected to attend, they cannot, in my view, to turn round to complain of breach of their right to fair hearing. They are deemed to have waived the right to complain over the outcome of the said meeting.
“In the instant case, the respondents were duly served with the requisite notice of annual general meeting of the company and are fully abreast of the usual ordinary business of the AGM, as including the election/non-election of directors, should have hasten in attendance of said meeting, but decided to away.
“They cannot later turn around to complain over the outcome of the said meeting. They concept of the right to fair hearing is not at large. The question at all time is, whether an opportunity of the hearing has been afforded the party who later complained.
“They cannot be allowed to wave the red flag of breach of fair hearing to scuttle the resolutions arrived at in the AGM,” he said.
Justice Tukur proceeded to dismiss the petition, marked: FHC/ABJ/PET/20/2020 filed by Alibe and Olojede before the trial court and on which Justice Olajuwon’s judgment was based.
The third member of the court’s panel, Justice James Abundaga also agreed with the lead judgment..
