- Rules Court Lacks Jurisdiction To Continue Hearing
- Court does not have the liberty to embark on an academic discovery, Judge
September 17, (THEWILL) – Justice Deinde Dipeolu of a Federal High Court sitting in Lagos has declared the suit filed by an aggrieved shareholder, Tohir Folorunsho Ismaila against FBN Holdings as an academic exercise, and that the court lacked jurisdiction to continue to entertain the suit.
Ruling on the preliminary objection filed by FBN Holdings, the court held that the suit has outlived its usefulness and as such has become academic, adding that the court does not have the liberty to embark on an academic discovery.
The petitioner, Ismaila had approached the court via a petition dated August 9, 2024, contending among other things that his grievances are in respect of the illegal, discriminatory and oppressive actions of the Respondent which directly affect his rights and interests as a current Shareholder in the Respondent.
In documents put before the court, the Petitioner submitted that the Respondent had concluded plans to hold a virtual Annual General Meeting at a non-disclosed venue at 10.00am on August 22, 2024.
“The petitioner states that as the Respondent’s shareholder, he is entitled to be served personally/electronically or by post by the Respondent with its notice of annual general meeting, at least 21 days before the date of the said meeting.”
“In addition to the Petitioner’s entitlement to service (personally/electronically or by post) of the notice of the respondent’s Annual general meeting, the respondent as a publicly quoted company, is also mandatorily obliged to publish the notice of its annual general meeting in not less than two daily newspapers in Nigeria, at least 21 days before the said meeting”.
According to the petitioner, “the shareholder base of the Respondent numbers in excess of 1,300,000 (one million, three hundred thousand members), and there is no known virtual or electronic platform by which such huge number of respondents shareholders can be accommodated as to ensure effective participation without being denied of right to be effectively heard, as compared to when such meetings are held physically in accordance with the Articles of Association of the Respondent.”
The Petitioner contended that the proposed virtual AGM is orchestrated/designed by those who control the affairs of the Respondent purposely to discriminate against, oppress the minority shareholders including the Petitioner and to pass resolutions to the advantage of the majority shareholders to the detriment of the Petitioner and other minority shareholders of the Respondent against the interest of the Petitioner.
However, the respondent (FBN Holdings), its preliminary objection filed by its lawyer, Babajide Koku SAN stated that the crux of the petition before the court, which is the 12th Annual General Meeting of the Respondent has been cancelled therefore the reliefs sought by the petitioner has become otiose.
Koku submitted that no wrong has manifested that requires a remedy, and that there is nothing before the court for determination.
In his ruling, delivered Thursday, Justice Dipeolu agreed with the respondent and held ‘’The Respondent/Applicant contends in its Written Submissions and Affidavit that there is no Annual General Meeting of the Respondent scheduled to hold on the 22nd of August 2024. That the 12th Annual General Meeting (AGM) of the Respondent rescheduled to hold on the 3rd of September has been cancelled and that the notice of Cancellation of the 12th Annual General Meeting has been posted on the Nigerian Exchange (NGX) Portal on 26th August, 2024 and published in the Punch Newspaper and Leadership Newspaper of 27th August, 2024. The said copies of the publication on the NGX Portal, Punch newspaper and Leadership Newspaper and letter of cancellation of the meeting are exhibited as POT, PO2, PO3 and PO4 respectively.
‘’In the instant suit, the Learned Silk for the Respondent has vehemently maintained that the Petition before this suit has outlived its usefulness and as such has become academic, which I agree with.
‘’A suit is academic where it is merely theoretical, makes empty sound and of no practical utilization value to the Plaintiff even if judgment is given in his favour. A suit becomes academic when the questions placed before the Court for determination are no longer live issues in the subject matter of the suit because it is spent and the successful party cannot obtain any right or benefit.
‘’In light of all of the foregoing, I hold that this suit is academic and this Court doesn’t have the liberty to embark on an academic discovery. This Court now lacks the jurisdiction to entertain this suit as it is currently constituted.’’
COURT JUDGMENT IN TOHIR VS FBN HOLDINGS PLC 2024
