HASSAN WAKILI V THE STATE
April 8, 2026ECOBANK NIGERIA LIMITED V HAROLD OKHIONKPAMWONYI IDEMUDIA & ORS
April 8, 2026FBNQUEST MERCHANT BANK LIMITED & ANOR V NESTOIL LIMITED & ORS
Legalpedia Citation: (2026-01) Legalpedia 74639 (CA)
In the Court of Appeal
HOLDEN AT LAGOS
Fri Jan 23, 2026
Suit Number: CA/LAG/PRE/ROA/CV/1283M1/2025(R1)
CORAM
YARGATA BYENCHIT NIMPAR – JUSTICE OF THE COURT OF APPEAL
DANLAMI ZAMA SENCHI – JUSTICE OF THE COURT OF APPEAL
POLYCARP TERNA KWAHAR – JUSTICE OF THE COURT OF APPEAL
PARTIES
1. FBNQUEST MERCHANT BANK LIMITED
2. FIRST TRUSTEES LIMITED
APPELLANTS
1. NESTOIL LIMITED
2. NECONDE ENERGY LIMITED – RESPONDENT/APPLICANT
3. EARNEST AZUDIALU-OBIEJESI
4. NNENNA OBIEJESI – RESPONDENT(S)
RESPONDENTS
AREA(S) OF LAW
COMPANY LAW, RECEIVERSHIP, LEGAL REPRESENTATION, CONSTITUTIONAL LAW, RIGHT TO COUNSEL, CORPORATE GOVERNANCE, POWERS OF RECEIVER/MANAGER, DEBENTURES, INSOLVENCY LAW, PRACTICE AND PROCEDURE, FAIR HEARING, APPELLATE PRACTICE
SUMMARY OF FACTS
This is a ruling on a motion on notice arising from an appeal with No: CA/LA/PRE/ROA/CV/1283/25 between FBNQUEST Merchant Bank & Anor v. Nestoil Ltd. & Ors. When the appeal came up for hearing on 3rd December 2025, an impasse arose regarding who represented the 2nd Respondent (Neconde Energy Limited). Two Senior Advocates of Nigeria announced appearance for the 2nd Respondent: Ayo Olorunfemi, SAN and Chief Wole Olanipekun, SAN.
The Court made frantic efforts to resolve this impasse in futility. Parties appealed against an interim order granted by the Court of Appeal on 27th November 2025 to the Supreme Court. The Supreme Court, having been seised with the appeal, issued an order to the Court of Appeal on 12th January 2026 directing it to determine the issue of counsel representation.
The background facts revealed that a Receiver/Manager, Abubakar Sulu-Gambari SAN, had been appointed for Neconde Energy Limited pursuant to a Deed of Debenture. The receivership was tied to Neconde Energy Limited’s stake in OML 42 Joint Venture (JV), together with all assets, undertakings, interests, rights, titles, and benefits associated with that venture under a Deed of Charge dated 31st December 2022. The Receiver/Manager’s appointment was formalized by a Deed of Appointment dated 21st August 2025 and was duly registered at the Corporate Affairs Commission.
The 2nd Respondent/Applicant, as represented by Ayo Olorunfemi SAN (counsel appointed by the Receiver/Manager), brought a Motion on Notice dated and filed on 3rd December 2025 pursuant to Order 6 Rule 1 of the Court of Appeal Rules 2021, Section 556 and Schedule Eleven of the Companies and Allied Matters Act No. 3, 2020, and the inherent jurisdiction of the Court seeking:
1.An order disqualifying Chief Wole Olanipekun CFR, SAN; Bode Olanipekun, SAN; Mofesomo Tayo Oyetibo, SAN; Akintola Makinde, Esq., Raymond Nkannebe, Esq., and Adeola Akinyemi Esq. of Wole Olanipekun & Co. or any legal practitioner(s) not appointed by the Receiver/Manager from appearing or representing the 2nd Respondent in relation to assets under receivership.
2.An order striking out the Motion on Notice dated 2nd December 2025 and any other court processes filed by Wole Olanipekun & Co. or any legal practitioner(s) not appointed by the Receiver/Manager on behalf of the 2nd Respondent.
The Applicant’s position was that under Section 556 of CAMA 2020 and the Eleventh Schedule, the Receiver/Manager had been vested with all powers to act on behalf of the company in relation to the charged assets, including the power to appoint counsel. The Receiver/Manager had formally appointed Ame Ogie & Co. (Ayo Olorunfemi SAN’s firm) to represent the company.
In opposition, Bode Olanipekun SAN filed a 33-paragraph counter-affidavit on 14th January 2026, arguing that the choice of counsel and right to counsel is constitutional, tied to the right to fair hearing under Section 36 of the 1999 Constitution. He contended that disqualifying counsel who represented the party at trial from defending the decision at the appellate court would be inconsistent with fair hearing.
HELD
This is a ruling on a motion on notice arising from an appeal with No: CA/LA/PRE/ROA/CV/1283/25 between FBNQUEST Merchant Bank & Anor v. Nestoil Ltd. & Ors. When the appeal came up for hearing on 3rd December 2025, an impasse arose regarding who represented the 2nd Respondent (Neconde Energy Limited). Two Senior Advocates of Nigeria announced appearance for the 2nd Respondent: Ayo Olorunfemi, SAN and Chief Wole Olanipekun, SAN.
The Court made frantic efforts to resolve this impasse in futility. Parties appealed against an interim order granted by the Court of Appeal on 27th November 2025 to the Supreme Court. The Supreme Court, having been seised with the appeal, issued an order to the Court of Appeal on 12th January 2026 directing it to determine the issue of counsel representation.
The background facts revealed that a Receiver/Manager, Abubakar Sulu-Gambari SAN, had been appointed for Neconde Energy Limited pursuant to a Deed of Debenture. The receivership was tied to Neconde Energy Limited’s stake in OML 42 Joint Venture (JV), together with all assets, undertakings, interests, rights, titles, and benefits associated with that venture under a Deed of Charge dated 31st December 2022. The Receiver/Manager’s appointment was formalized by a Deed of Appointment dated 21st August 2025 and was duly registered at the Corporate Affairs Commission.
The 2nd Respondent/Applicant, as represented by Ayo Olorunfemi SAN (counsel appointed by the Receiver/Manager), brought a Motion on Notice dated and filed on 3rd December 2025 pursuant to Order 6 Rule 1 of the Court of Appeal Rules 2021, Section 556 and Schedule Eleven of the Companies and Allied Matters Act No. 3, 2020, and the inherent jurisdiction of the Court seeking:
1.An order disqualifying Chief Wole Olanipekun CFR, SAN; Bode Olanipekun, SAN; Mofesomo Tayo Oyetibo, SAN; Akintola Makinde, Esq., Raymond Nkannebe, Esq., and Adeola Akinyemi Esq. of Wole Olanipekun & Co. or any legal practitioner(s) not appointed by the Receiver/Manager from appearing or representing the 2nd Respondent in relation to assets under receivership.
2.An order striking out the Motion on Notice dated 2nd December 2025 and any other court processes filed by Wole Olanipekun & Co. or any legal practitioner(s) not appointed by the Receiver/Manager on behalf of the 2nd Respondent.
The Applicant’s position was that under Section 556 of CAMA 2020 and the Eleventh Schedule, the Receiver/Manager had been vested with all powers to act on behalf of the company in relation to the charged assets, including the power to appoint counsel. The Receiver/Manager had formally appointed Ame Ogie & Co. (Ayo Olorunfemi SAN’s firm) to represent the company.
In opposition, Bode Olanipekun SAN filed a 33-paragraph counter-affidavit on 14th January 2026, arguing that the choice of counsel and right to counsel is constitutional, tied to the right to fair hearing under Section 36 of the 1999 Constitution. He contended that disqualifying counsel who represented the party at trial from defending the decision at the appellate court would be inconsistent with fair hearing.
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ISSUES FOR DETERMINATION:
As formulated by the Applicant:
Whether Chief Wole Olanipekun CFR, SAN; Bode Olanipekun, SAN; Mofesomo Tayo Oyetibo, SAN; Akintola Makinde, Esq., Raymond Nkannebe, Esq., and Adeola Akinyemi Esq. are competent to represent the 2nd Respondent in this matter and file the Motion on Notice dated 2nd day of December 2025 on behalf of the 2nd Respondent/Applicant as it relates to charged assets of the 2nd Respondent.?
As resolved by the Court:
Whether counsel not appointed by the Receiver/Manager of the 2nd Respondent has the competence and authority to represent the 2nd Respondent and file processes in this appeal.?
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WHAT WAS HELD:
1.The application succeeded.
2.The Court granted an order disqualifying Chief Wole Olanipekun CFR, SAN; Bode Olanipekun, SAN; Mofesomo Tayo Oyetibo, SAN; Akintola Makinde, Esq., Raymond Nkannebe, Esq., and Adeola Akinyemi Esq. of Wole Olanipekun & Co. or any legal practitioner(s) not appointed by the Receiver/Manager from appearing or further appearing or representing the interest of the 2nd Respondent in relation to assets under receivership.
3.The Court held that where the issue of counsel’s representation is regulated by statute, it would be absurd for any court not to yield to such statutory provisions insofar as they do not amount to a constitutional breach.
4.The Court held that once a Receiver/Manager is appointed, the locus of authority within the company shifts, and the board of directors is divested of its powers during receivership.
5.The Court held that pursuant to Section 556(3) and (4) of CAMA 2020, from the date of appointment of a receiver or manager, the powers of the directors to deal with the property or undertaking over which he is appointed shall cease.
6.The Court held that during the subsistence of receivership, the directors’ authority is in abeyance, and the receiver, being both manager and administrator, is the only recognized principal officer of the company in relation to the assets under his charge.
7.The Court held that the receiver alone is competent to represent the company in legal proceedings concerning assets under receivership.
8.The Court held that the suspension of directors’ powers during receivership is not absolute in every respect, and directors retain residual authority only over assets not covered by the receivership.
9.The Court held that the receivership in this case was tied to Neconde Energy Limited’s stake in OML 42 Joint Venture and related assets, meaning the Receiver/Manager’s authority was asset-specific, not over the entire corporate existence of Neconde.
10.The Court held that the authority to appoint learned counsel in respect of legal proceedings concerning the charged assets lies with the Receiver/Manager.
11.The Court held that any attempt by directors to institute or defend proceedings in respect of charged assets under receivership is void and of no effect.
12.The Court held that the appearance of counsel not appointed by the Receiver/Manager is irregular and cannot be sustained.
13.Prayer two became otiose as Bode Olanipekun, SAN had withdrawn the application filed on 3rd December 2025 during the proceedings of 15th January 2026.
14.There was no order as to costs.
ISSUES
As formulated by the Applicant:
Whether Chief Wole Olanipekun CFR, SAN; Bode Olanipekun, SAN; Mofesomo Tayo Oyetibo, SAN; Akintola Makinde, Esq., Raymond Nkannebe, Esq., and Adeola Akinyemi Esq. are competent to represent the 2nd Respondent in this matter and file the Motion on Notice dated 2nd day of December 2025 on behalf of the 2nd Respondent/Applicant as it relates to charged assets of the 2nd Respondent.?
As resolved by the Court:
Whether counsel not appointed by the Receiver/Manager of the 2nd Respondent has the competence and authority to represent the 2nd Respondent and file processes in this appeal.?
RATIONES DECIDENDI
RIGHT TO COUNSEL SUBJECT TO STATUTORY REGULATION – WHERE STATUTE REGULATES REPRESENTATION
“It is not contestable that the right to Counsel of one’s choice is a constitutional issue which has long been settled by our law Courts. This is rested on Section 36 of the 1999 Constitution (as amended). Nevertheless, it is to be noted that where the issue of Counsel’s representation is regulated by statute it will be absurd for any Court not to yield to such provisions by the statute in so far it does not amount to a constitutional breach.” — Per POLYCARP TERNA KWAHAR, JCA
SHIFT OF AUTHORITY UPON APPOINTMENT OF RECEIVER/MANAGER – DIRECTORS’ POWERS SUSPENDED
“Our jurisprudence has long settled the principle that once a Receiver/Manager is appointed, the locus of authority within the company shifts. In a line of decisions, including DAGAZAU V. BOKIR INTL CO. LTD. (2011) 14 NWLR (PT. 1267) 261; BRIFINA LTD. v. INTER-CONT. BANK LTD. (2003) 5 NWLR (PT. 814) 540; and INTERCONTRACTORS NIGERIA LTD v. UAC OF NIGERIA LTD (1988) 2 NWLR (PT. 76) 303, to mention but a few, the Courts have consistently interpreted Section 393(3) of the Companies and Allied Matters Act, 1990 to mean that during receivership, the board of directors is divested of its powers. Those powers are suspended and supplanted by the receiver or manager, who, by virtue of his appointment, becomes the de facto sole administrator of the company’s affairs in relation to the assets under receivership.” — Per POLYCARP TERNA KWAHAR, JCA
STATUTORY SCHEME OF RECEIVERSHIP – RECEIVER ASSUMES ESSENTIAL FUNCTIONS OF BOARD
“The statutory scheme is unequivocal. The receiver assumes all the essential functions previously vested in the board. He exercises the powers enumerated under the Eleventh Schedule of the Act. In effect, the receiver steps into the shoes of the company, acting in its name and on its behalf, with authority to bring or defend proceedings, execute documents, and perform all acts incidental to the preservation and management of the company’s property.” — Per POLYCARP TERNA KWAHAR, JCA
DIRECTORS’ AUTHORITY IN ABEYANCE – RECEIVER AS SOLE RECOGNIZED PRINCIPAL OFFICER
“It is therefore unnecessary to belabour the point. The law is clear that during the subsistence of receivership, the directors’ authority is in abeyance. The receiver, being both manager and administrator, is the only recognized principal officer of the company in relation to the assets under his charge. He alone is competent to represent the company in legal proceedings concerning those assets.” — Per POLYCARP TERNA KWAHAR, JCA
SUSPENSION OF DIRECTORS’ POWERS NOT ABSOLUTE – RESIDUAL AUTHORITY OVER NON-RECEIVERSHIP ASSETS
“It must be observed, however, that the suspension of directors’ powers during receivership is not absolute in every respect. More recently, in NIGERIAN STOCK EXCHANGE V. ASSET MANAGEMENT CORPORATION OF NIGERIA (2015) LPELR-25910(CA), the Court of Appeal clarified that directors retain residual authority only over assets not covered by the receivership. In other words, while the receiver assumes control over the property subject to his appointment, the directors may yet exercise authority in relation to assets outside the scope of the receivership.” — Per POLYCARP TERNA KWAHAR, JCA
RECEIVERSHIP DOES NOT ANNIHILATE CORPORATE EXISTENCE – BALANCE BETWEEN RECEIVER’S CONTROL AND DIRECTORS’ RESIDUAL POWERS
“DEMATIC (NIG.) LTD. V. UTUK (SUPRA), therefore, makes plain that while receivership suspends the directors’ authority over assets within its scope, it does not annihilate their corporate existence nor their residual powers over assets outside receivership. Likewise, in liquidation, the appointment of a liquidator does not wholly preclude directors or petitioners from pursuing legitimate steps to protect their interests and those of creditors. The law thus strikes a balance. It vests control in the receiver or liquidator for the assets under administration, while preserving residual authority in directors where appropriate, thereby maintaining the continuity of corporate personality.” — Per POLYCARP TERNA KWAHAR, JCA
EFFECT OF SECTION 556(4) CAMA – CESSATION OF DIRECTORS’ POWERS FROM DATE OF APPOINTMENT
“(4) From the date of appointment of a receiver or manager, the powers of the directors or liquidators in a members’ voluntary winding-up to deal with the property or undertaking over which he is appointed shall cease, unless the receiver or manager is discharged or the security is realised. See INTERCONTRACTORS V. U.A.C. (1988) 2 NWLR (PT. 76) 303; DAGAZAU V. BOKIR INT’L CO. LTD. (2011) 14 NWLR (PT. 1267) 261; PHARMATEK INDUSTRIAL PROJECTS LIMITED V. TRADE BANK (NIG.) PLC (1997) 7 NWLR (PT. 514) 639.” — Per Supreme Court in DEMATIC (NIG.) LTD. V. UTUK (2022) 8 NWLR (PT. 1831) 71 at pages 101-102 (as adopted by POLYCARP TERNA KWAHAR, JCA)
BOARD CAN VALIDLY ACT IN MATTERS OUTSIDE ORDINARY MANAGEMENT – CHALLENGING RECEIVER’S APPOINTMENT
“In U.B.A. TRUSTEES LTD. V. NIGER GROB CERAMICS LTD. (1987) 3 NWLR (PT. 62) 600, 614, the Court of Appeal considered the foregoing provisions in determining a similar question. The Court stated: ‘it is the law that although on the appointment of a receiver by a debenture-holder, the management of the company in receivership becomes vested in the receiver, the board of the company can still validly act in a number of matters, outside ordinary management. In the instant case in which the substantive action is challenging the validity of the appointment of the receiver, it would be invidious to suggest that the board could not authorise the action and that it is only the receiver who alone can authorise an action to challenge its own appointment.'” — Per Court of Appeal in U.B.A. TRUSTEES LTD. V. NIGER GROB CERAMICS LTD. (as adopted by Supreme Court in DEMATIC and further adopted by POLYCARP TERNA KWAHAR, JCA)
PURPOSE OF SECTION 580 CAMA – PROTECTION OF COMPANY’S ASSETS NOT LIQUIDATOR
“My lords, the intendment of Section 580 of the Companies and Allied Matters Act is to offer protection to a company which is being wound up to protect its assets from being plundered through various litigations by spurious creditors. That section is not designed to protect the liquidator from litigation.” — Per Supreme Court in DEMATIC (NIG.) LTD. V. UTUK (as adopted by POLYCARP TERNA KWAHAR, JCA)
AUTHORITY TO APPOINT COUNSEL LIES WITH RECEIVER/MANAGER – DIRECTORS’ ATTEMPT TO DEFEND VOID
“It follows that the authority to appoint learned counsel in respect of legal proceedings concerning the charged assets lies with the Receiver/Manager. The directors’ powers are suspended in that regard, though they may continue to exercise authority over unencumbered assets or matters outside the receiver’s mandate. Any attempt by directors to institute or defend proceedings in respect of charged assets under receivership is void and of no effect.” — Per POLYCARP TERNA KWAHAR, JCA
ASSET-SPECIFIC RECEIVERSHIP – RECEIVER’S AUTHORITY LIMITED TO CHARGED ASSETS
“Upon a careful examination of the Deed of Appointment dated 21st August 2025, it is evident that the receivership is tied to Neconde Energy Limited’s stake in OML 42 Joint Venture (JV), together with all assets, undertakings, interests, rights, titles, and benefits associated with that venture and its contracts. The charged properties are thus limited to the company’s participation in OML 42 JV and related infrastructure. The Receiver/Manager’s authority is therefore asset-specific, not over the entire corporate existence of Neconde but specifically over the charged assets pledged to the lenders under the Deed of Charge dated 31st December 2022.” — Per POLYCARP TERNA KWAHAR, JCA
COMPREHENSIVE POWERS OF RECEIVER WITHIN SCOPE – DE FACTO ADMINISTRATOR OF CHARGED ASSETS
“Within this defined scope, the Receiver/Manager is empowered to take possession, preserve value, and realize the charged assets for the benefit of the lenders. His powers include disposing of the assets, prosecuting or defending legal proceedings in relation to them, redeeming encumbrances, recovering income, insuring and protecting the assets, and appointing professionals to assist in their management, as statutorily contained under the Eleventh Schedule to CAMA 2020. These powers are comprehensive and mirror those of an absolute owner, but they remain confined to the charged assets. The receivership crystallized upon default, making the Receiver the de facto administrator of Neconde’s OML 42 JV interests, while leaving intact the company’s broader corporate personality and residual powers of its directors in respect of assets outside the receivership.” — Per POLYCARP TERNA KWAHAR, JCA
APPEARANCE OF COUNSEL NOT APPOINTED BY RECEIVER IRREGULAR – COMPETENCE OF REPRESENTATION
“It is not in dispute that the Receiver/Manager formally appointed Ame Ogie & Co. to represent the company. The appearance of counsel not so appointed is therefore irregular and cannot be sustained. The contention that the reliefs sought are against non-parties is misconceived, because the issue before the Court is not the personal disqualification of counsel but the competence of representation of the 2nd Respondent in relation to its assets under receivership.” — Per POLYCARP TERNA KWAHAR, JCA
CASES CITED
STATUTES REFERRED TO
•Companies and Allied Matters Act No. 3, 2020 (CAMA 2020) (Section 556(1), (2), (3), (4); Section 580; Section 585(9); Eleventh Schedule)
•Companies and Allied Matters Act, 1990 (CAMA 1990) (Section 393(3); Section 422(9))
•Constitution of the Federal Republic of Nigeria 1999 (as amended) (Section 36)
•Court of Appeal Rules, 2021 (Order 6 Rule 1)
OTHER CITATIONS
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COUNSEL
1. Babajide Koku, SAN, Chief H. O. Afolabi, SAN, Victor Ogude, SAN, with them, Toheeb Ipaye, Rashidi Isamotu, and Buchi Ofulue, – for 1st AppellantFor Appellant(s)
2. Ayoola Ajayi, SAN, with him, M. B. Ganiyu, Temi Arikawe, Esq. and E. S. Usulor, Esq. – for 1st Respondent/Applicant
Dr. Muiz Banire, SAN, with him, Ayomide Olarewanju, Esq. – for 1st Respondent
3. Ayo Olorunfemi, SAN, with him, Ogie, Esq. and Joshua Ayatunde, Esq. – for 2nd Respondent/ Applicant
4. Bode Olanipekun, SAN, Mofesomo Tayo-Oyetibo, SAN, with them, O. Adekoya, Esq. R. Nkannebe, Esq.
E. A. Kolajo, Esq , E. Fagbolade, Esq. and O. Omotimirin, Esq. – for 2nd Respondent
5. Chino E. Obiagwu, SAN, with him, C. Ikwueme Esq., M. Adah, Esq. and A. Eleanyu, Esq. – for 3rd Respondent
6. Kehinde Ogunwumiju, SAN, Tunde Afe-BaIalola, SAN, with them, O. Osunleti, Esq. A. Adeyola, Esq. and D. O Akindemowo, Esq. – for 4th Respondent
7. Oluwakemi Balogun, SAN, with him, Nene Oze, Esq. B. Olanipekun, Esq. and K. Ayodeji, Esq. – for Interested PartiesFor Respondent(s)
