OLALERE IGE & ANOR V. DAVID OYEKUNLE AKOJU & ORS
July 9, 2025JIHOM AKINFOLARIN & ORS VS SOLOMON OLUWOLE AKINNOLA
July 9, 2025Legalpedia Citation: (1994-04) Legalpedia 75646 (SC)
In the Supreme Court of Nigeria
Holden At Abuja
Fri Apr 22, 1994
Suit Number: S.C.327/1990
CORAM
BELGORE. JUSTICE, SUPREME COURT
WALI, JUSTICE, SUPREME COURT
ONU JUSTICE, SUPREME COURT
IGUH JUSTICE, SUPREME COURT
PARTIES
CHIEF R.A OKOYA VS S. SANTILLI
APPELLANTS
S. SANTILLI
RESPONDENTS
AREA(S) OF LAW
COMPANY LAW-MEMORANDUM AND ARTICLES OF ASSOCIATION-SHARES
SUMMARY OF FACTS
Parties to this suit as owners of Albion Construction Limited, sought a declaration of who owned what shares in the company.
HELD
Decision of Court of Appeal set aside. Cross Appeal dismissed.
ISSUES
Whether the 1st and 2nd defendants ever acquired shares by transfer from the 1st plaintiff.
Whether the court below was correct in failing to consider and uphold the contention of the plaintiffs that by 31.5.81, there were no shares available to be issued to the 1st and 2nd defendants at the time they claimed to have paid for shares allegedly allotted to them.
Whether the court below ought to have held that:
(i) the transfer (and accordingly the underlying contract) whereby in exchange for shares transferred to him by the 1st plaintiff, the 3rd defendant was obliged and required to participate in the management and running of Albion Construction Limited, was one which was impliedly prohibited by Section 2(b) of the Code of Conduct for Public Officers under the 1979 Constitution and is therefore illegal and void:
(ii) Whether the shares held by the 3rd defendant were held by him in trust or for his own benefit.
Whether the order of the Court of Appeal setting aside the order for injunction made by the Federal High Court was justified”.
RATIONES DECIDENDI
ALLOTMENT OF SHARES
“Allotment” is done when a new Company is being incorporated and the money paid for the allotment of shares goes to the Company only to form part of its share capital. Once the share capital is paid for by allotees that is the end of allotment. Any person desirous of participating in such a company will not therefore ask for allotment but for sale and transfer to him by a shareholder. Companies Decree (Act), 1968 has provisions for allotment in Sections 48 to 55. The exception is when share capital is increased.’ Per BELGORE, JSC
CASES CITED
James Miller & Partner Ltd. v. Whitworth Street Estates (Manchester) Ltd. (1970) A.C. 572, 603, 606, 611 and 614;
English Industrial Estates Corp v. George Wimpey Co. Ltd. (1973) 1 Lloyd’s Report 118;
Troilope & Coils Ltd. v. NW Metropolitan Hospital Board (1973) 1 WLR 601, 611;
L.G. Shuler A.G. v. Wichman Machine Tool Sales Ltd (1974) A.C. 235, at 252, 260, 261, 265 – 270 and 272;
Arrale v. Constain Civil Engineering Ltd (1976) 1 Lloyd’s Report 98.
STATUTES REFERRED TO
