CHIEF S. I. EDU V. NATIONAL BANK OF NIGERIA LTD
August 27, 2025A. A. OKULAJA V. ADAMO ALLI
August 27, 2025Legalpedia Citation: (1971) Legalpedia (SC) 14875
In the Supreme Court of Nigeria
Thu Jul 15, 1971
Suit Number: SC 210/1969
CORAM
COKER,CHIEF JUSTICE, NIGERIA
MADARIKAN, JUSTICE, SUPREME COURT
SOWEMIMO, JUSTICE, SUPREME COURT
PARTIES
FARMART PRODUCE SHIPPING LINE LTD APPELLANTS
RESPONDENTS
AREA(S) OF LAW
SUMMARY OF FACTS
The Petitioner, a financing company and a shareholder in Farmart Produce & Shipping Line Limited alleged that the company was being mismanaged and that upon his request, the director has refused to render an account of the business of the company and to summon any meetings of the company. He therefore seeks an order to wind up the company.
HELD
1960 FSC 207/1959 [1960] NSCC 41 The Court ordered that the petition be struck out as the petition did not disclose enough facts upon which a winding up order is to be made, neither was it properly verified by an affidavit.
ISSUES
Whether the petitioner/company was competent to present this petition
RATIONES DECIDENDI
WINDING UP – THE DUTY OF THE PETITIONER TO DISCLOSE ENOUGH FACTS
The petition itself must disclose facts upon which the court could rely in coming to the conclusion that it is just and equitable to wind up the company… A deadlock which can induce the court to exercise its jurisdiction under the “just and equitable” clause must be a complete deadlock. Per Madarikan, JSC
WINDING UP – CONDITION FOR OVERLOOKING ERRORS
“The rule on which the Court had long acted was that an error in the name of the company in the advertisement rendered the advertisement absolutely void. It was important that this rule should be strongly enforced. But where the mistake consisted of a very trifling error in spelling by which no one could possibly be misled, and there was no other company of any similar name on the register, His Lordship thought he had and ought to exercise his discretion of waiving the formal defect … In the circumstances the petition might be amended and the order stand without any further advertisement.” Per Madarikan, JSC, quoting Astbury J in Re LIndustrie Verriere Limited
CASES CITED
STATUTES REFERRED TO
Companies Act, Chapter 37
Companies (Winding-up) Rules, 1949
