Green Energy International Limited, an oil and gas company, on Thursday sought to withdraw a suit filed against its two aggrieved directors, Dr Bunu Alibe and Mr Ayodele Olojede.
The counsel to the company, Bembella Anichebe, SAN, told Justice Bolaji Olajuwon of a Federal High Court, Abuja, at the resumed hearing of the matter that the company was discontinuing with the suit.
The development came as the two directors accused the firm’s Chairman, Prof. Anthony Adegbulugbe, of illegal acquisition of shares in the company and other illegal acts in the running of the oil company.
The allegations were contained in the amended statement of defence of the first and second defendants filed before the court.
When the matter was called, Anichebe informed the court that he had filed a notice of discontinuance seeking the order of the court to withdraw the suit “since the res has been dissipated.”
He said the motion had been served on the defence.
But Vincent Ohor, counsel to the two directors, who held the brief of Etigwe Uwa, SAN, and confirmed the receipt of the application, said he planned to respond to it.
“We have seven days to respond and this will lapse on Friday. We intend to react my lord,” he told the court.
Anichebe, however, expressed surprised that Ohor said he intended to file a reply to his motion to discontinue the matter.
“They have the right to respond, I cannot deprive them,” the judge maintained.
Anichebe told the court that even though the two directors filed a motion for defence, the application was not ripe for hearing since he had already filed his application to discontinue the suit.
When Olajuwon asked if Ohor would respond to the motion orally, he insisted that he would rather respond to the plaintiff’s application by filing a process.
But when Anichebe wondered why Ohor insisted on responding to his request to withdraw the case, the defence lawyer said such decision came after “we filed a request for discovery and a statement of defence.”
” They have seen these applications we filed and they came to discontinue the matter,” he insisted.
“No, don’t go into that,” the judge told Ohor.
Olajuwon then adjourned the matter till Monday to allow the defence respond to the plaintiff’s motion to discontinue the suit.
When the sister case marked FHC/ABJ/CS/1390/2020 and filed by the two aggrieved directors against the company was called, Anichebe, who was counsel to the defendants, told the court that he had filed a motion asking the court to dismiss the suit. The counsel said that the petitioners (the two directors) did not file the suit properly.
Anichebe said that the petitioners should have filed the suit in form of a derivative action and not an action for unfairly prejudicial conduct of the majority. He said he also filed a notice to discontinue the earlier motions filed and that the motion was ripe for hearing.
On his part, Ohor said contrary to Anichebe’s claim, the motion was not ripe for hearing.
He prayed the court for a time to respond to the application.
The judge also adjourned the matter till Monday for hearing.
She also called for update on the out-of-court settlement both parties earlier opted for.
The News Agency of Nigeria (NAN) reports that Justice Ijeoma Ojukwu, who was presiding before she was transfered to Calabar Division of the court, had given the parties leave to explore reconciliation option.
Anichebe told the court that all efforts made by his clients to ensure reconciliation failed as the two directors disagreed with the terms of agreement offered. The judge also asked the counsel to the two aggrieved directors if they were opposed to peace moves, Ohor insisted that his clients were not opposed to peaceful settlement based on reasonable proposal.
” My Lord, their terms were very ridiculous,” Ohor responded, adding that the terms offered by the other party were also unreasonable.
Olajuwon, consequently, urged the parties to explore out-of-court settlement.
Meanwhile, in the amended statement of defence filed, the two directors alleged that Adegbulugbe, without prior board and general meeting approval, solely executed several agreements with third parties, whose values run into hundreds of million of dollars, in furtherance of Project Horizon.
“The 1st and 2nd defendants deny paragraph 3 of the statement of claim and in response thereto state that they collectively own an equity stake 25% of the plaintiff (company”).
” The 1st and 2nd Defendants admit paragraph 7 of the statement of claim only to the extent that Project Horizon was conceived and birthed with their knowledge and consent as Directors, Shareholders, and members of the Plaintiff’s management team,” the statement said.
They also averred in paragraph 9 of their Statement of Claim that the 1st and 2nd Defendants have been kept totally uninformed about the intricate details of same, or of the agreements negotiated and signed by the Plaintiff with third parties.
The details of these, they said, should ordinarily be the subject of oversight by the Plaintiff ‘s top Executive management and board of directors with the 1st and 2nd Defendants expected to be involved in the decision making process.
“The 1st and 2nd Defendants aver that the said Project Horizon has been handled from inception by Prof. Anthony Adegbulugbe, the Plaintiff’s Chairman and Managing Director/Chief Executive Officer, who handled the project without regard and recourse to members of the board of directors of the Plaintiff,” the application stated.
In the defendants’ counter claim, the directors averred that Adegbulugbe joined the company in 2014 after resigning his position in government.
In the application, they joined Adegbulugbe, Ms Orowole Ebenezer, Mr Olusegun Ilori, Global Bright Investment Ltd, Grand Energy Ltd and Mr Kayode Adegbulugbe as 2nd to 7th defendants to counter claim, asking the court to summon them as third party.
“The 3rd — 7th Defendants to Counterclaim were at different times purportedly allocated various shares in the Plaintiff/1st Defendant to Counterclaim.
“The 2nd Defendant to the Counterclaim unilaterally usurped the position of Chairman Board of Directors of the Plaintiff without the Board electing him to that position.
“The 1st and 2nd Defendant/Counterclaimants aver that Professor Adegbulugbe conducted fraudulent activities in the affairs of the Plaintiff/ 1st Defendant to counterclaim, the affairs of the Plaintiff/ 1st Defendant to counterclaim were mismanaged.
“The Board resolutions filed at the CAC were fraudulent as they were not approved by other members of the Board.
“After the dispute between the 1st & 2nd Defendants/Counterclaimants and the 2nd Defendant to Counterclaim arose, the Defendants instructed their lawyers to conduct a comprehensive search at the Corporate Affairs Commission to determine the state of affairs in respect of the company.
“That search disclosed that 2nd Defendant to Counterclaim(Adegbulugbe) has been using several fronts and sometimes nonexistent persons to acquire the shares of the Plaintiff in the most unlawful and or fraudulent manner and in breach of the memorandum and articles of association of the Plaintiff/1st Defendant to Counterclaim,” it said.(NAN)
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