CORAM
TASLIM O. ELIAS, JUSTICE SUPREME COURT
PARTIES
CHIEF GEORGE O. OSUCHUKWU PLAINTIFF(S)
DEFENDANTS
AREA(S) OF LAW
SUMMARY OF FACTS
The Plaintiff instituted this action against the Defendants claiming jointly and severally a declaration that the annual general meeting of the Company was irregular and illegal and that the resolutions removing him as a director of the Company and appointing another in his stead is was null and void, and an order setting aside the said resolutions removing the him from the office of a Director and appointing the 2nd Defendant in his place.
HELD
Case dismissed
ISSUES
Whether the provision of Section 175 of the Act is applicable in all cases where a company director is removed?Assuming the first issue is answered in the affirmative can this Court grant all the reliefs sought? Whether plaintiff is the proper plaintiff to being this action.
RATIONES DECIDENDI
RIGHT OF ACTION – RIGHT OF AN INDIVIDUAL MEMBER TO SUE WHERE THE CLAIM IS PERSONAL
“There is nothing now preventing an individual member from suing where the right being claimed by the individual is personal to him and not of corporate nature to the company or where the interest of Justice demands that he be so allowed to sue”. MUSTAPHA J
REMOVAL OF DIRECTOR – WHETHER A COMPANY IS BOUND TO REMOVE A DIRECTOR IN ACCORDANCE WITH THE PROVISION OF THE ACT
“A Company is not bound, to comply with its provision as far as removal of any of its directors is concerned. A company is entitled to act under- S. 175 or where its Articles make express provision for the removal of a director, adopts the method provided in its Articles. It is a permissive but not mandatory provision”. PER MUSTAPHA J
EXTRAORDINARY RESOLUTION – DEFINITION OF AN EXTRAORDINARY RESOLUTION – SECTION 134(1) OF THE COMPANIES ACT 1968
“The phrase “extraordinary resolution” is defined in S. 134(1) of the Act as a resolution which has been passed by a majority of not less than three-fourths of such members entitled to vote in person or whose proxies are allowed, by proxy, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given”. PER MUSTAPHA J
CASES CITED
Edokpolo V. Sam Ede 1984 7 S.C. .119 at 1In Re Express Engineering Works 1920 1 ch. 466
STATUTES REFERRED TO
Companies Act 1968