Commercial Law Index

The issue was whether it would be just and equitable to wind up the respondents in terms of  s 81(1)(c)(ii) and s 81(d)(iii) read with s 157(1)(d) of the act on the grounds that executive directors of the first respondent unconsciously abused the corporate personality of the second respondent by acting unlawfully. The other issue was whether the minister had locus standi (the right or capacity to bring an action) to bring the application.

The court held that it was just and equitable to wind up a company if the company is conducting unlawful activities and where there is a deadlock between the parties. Further, that s 157 extends locus standi to a broad range of people.

The court found that there were just and equitable grounds to wind up the first respondent because there was a deadlock between the parties, unlawful misappropriation of public funds and non-disclosure. In that light, also wind up the second respondent because its existence depended on that of the first respondent. The court, also, found that the minister, as a member of the executive, had established the necessary locus standi to bring the application in the public interest in terms of s 157(1)(d).

Accordingly, the court granted the final liquidation and ordered that the costs of winding up include costs of the application.

The appellant challenged the jurisdiction of the court to entertain the petition of the respondent to wind up the appellant company for being unable to pay its debts.

The court held that jurisdiction is a threshold issue and where there is a condition precedent to the exercise of jurisdiction, and then unless fulfilled, the court shall be devoid of the requisite jurisdiction to determine the matter. The dispute, if any must be within the parameters of disputing a debt; that is in good faith and on substantial grounds. The court stated that the appellant was supposed to put forward facts which would satisfy the court that there was something which was ought to have been looked into on the same matter.

Disputation of a debt can bar the court from allowing a petition for winding up a company which has failed to pay its debt. A real dispute must touch on the substance of the debt in its material particulars such as showing part of the debt had been settled. The court held that the appellant failed to make any payments to the respondent. Furthermore, the respondent satisfied the requirements of the act and the jurisdiction of the court was properly activated and the issue is resolved against the appellant.

The appeal was dismissed as it lacked substance.
 

The issue was whether the trial court had jurisdiction to hear a petition for winding up and whether the respondent had required authorization to petition for winding up.

The appeal emanated from the dismissal of the appellant’s objection to a petition for winding up the appellant company. The appellant argued that the trial court had no jurisdiction to decide on the matter. It pointed out that only the English courts had exclusive jurisdiction to decide on any dispute between the parties. Moreover, the appellant challenged the legal personality of the respondent arguing that they did not provide original certificates of incorporation and that the respondent did not receive authority of shareholders to petition for the winding up.

The respondent opposed the appeal on the grounds that the English courts had exclusive jurisdiction only on disputes and not on a petition for winding up. It further argued that it required a trail to verify the authenticity of the certificate of incorporation. Lastly the respondent pointed out that since they were duly incorporated, they were authorized to work on behalf of the shareholders.

The court in dismissed the first two points raised by appellant. The court held that the English court’s exclusive jurisdiction did not extend to petitions and that documents attached to an affidavit in an interlocutory application should not be used as an objection to the issue of admissibility. However the court ruled that the respondent required the approval of directors and shareholders to file a petition to wind up. Thus the appeal was upheld. 

The appeal emanated from the advance of a loan by the first respondent to the appellant. The appellant deposited with appellant bank a certificate of occupation and a share certificate as security. The appellant then failed to repay the loan resulting in the sale of the appellant’s shares deposited as security. The appellant instituted legal proceedings against the respondent claiming that it was not indebted to the first respondent for any amount because the arrangement between the parties was a joint venture agreement and that the sale of the second appellants shares was done mala fide and without their consent. 

The challenge was dismissed. The appellant appealed against the dismissal arguing that the trial court erred. It pointed out that the deed of mortgage was not properly executed and that the contract between the parties was invalid. 

The respondent argued that the appellant was raising new issues not canvassed in the court below. It argued that there was a valid contract between the parties.

The court held that there was a loan agreement between the parties and the appellants did not complain of anomalies in the contract hence it waived any right it may have had. The court ruled that a party cannot raise new issues in an appeal and dismissed the appeal.

The appellant brought his initial suit against a decision of the main committee of the first respondent suspending him from the Lagos Polo Club. The initial suit was dismissed in its entirety.

The appeal concerned three issues. Issues one and two were decided together, and concerned whether the lower court was correct in holding that the respondents complied with the provisions of the Lagos Polo Club Constitution in suspending the appellant; and whether the main committee of the Club could delegate any part of its disciplinary functions to its Disciplinary Sub-Committee.

Generally, courts will rarely interfere with the decisions of voluntary associations except where rules of natural justice were ignored. At issue was whether the appellant was given a fair hearing, which the court held that he was. The main committee was empowered to discipline its members for misconduct. Furthermore, the main committee was empowered to co-opt other persons to act under its authority. The power to constitute a sub-committee was incidental to the power to co-opt persons. Issues one and two were resolved against the appellant.

Issue three concerned whether the lower court considered all the processes filed by the appellant when arriving at its decision. In determining issues, a court is not bound to list all the material considered. Failure to expressly mention all the different processes does not mean the trial court failed to consider them. The court found against the appellant on this issue.

The appeal was dismissed.