EMMANUEL N. A. KOTEY & 173 OTHERS v. KWAME PIANAM & ORS

LOVELACE-JOHNSON (MS.) JSC :-

The designation of the parties in the High Court will be maintained in this appeal.

On 27th June 2013, the Court of Appeal dismissed an appeal by the plaintiffs against the judgment of the High Court in this matter. Being dissatisfied with this dismissal, they have launched a further appeal to this court.

The plaintiffs per their amended writ had claimed for the following at the trial court:

(a)An order pursuant to section 202, 209 and 218 of the companies Act, 1963 (Act 179) that the purported issue of new shares to the Nigerian entity was in breach of the statutory rights of the Plaintiffs, in breach of the 3rd Defendant’s Regulations, it is oppressive and in disregard of CIT’s proper interests as a Shareholder of the 3rd Defendant, unfairly discriminatory and unfairly prejudicial CIT members.

(b)An order pursuant to sections 203, 209, 210 and 218 of Act 179 and equitable considerations that the 3rd Defendant failure to offer adequate employment opportunities to the members of CIT infringed their legitimate expectations and was in disregard of CIT’s proper interests as a member and an order requiring the 3rd Defendant to provide remedy to members of CIT in order to give full effect to the critical understandings under which members of CIT promoted and subscribed to the regulations of the 3rd Defendant.

(c)An Order declaring that the shares initially subscribed by the 4th Defendant was for and on behalf of members of CIT and that the purported dilution of the same by the Defendants is wrongful and that the plaintiff are entitled to the percentage shareholding they were credited with upon incorporation of the 3rd Defendant.

(d)An order declaring the 1st, 4th, 5th, and 6th, Defendant in breach of their fiduciary duties as trustees of CIT and its members by using their fiduciary positions to acquire personal benefits and profits and further orders stripping them off the positions they occupy and recovery of all moneys and assets accruing to them at the expense of the plaintiffs for the benefit of CIT.

(e)Damages against.

i.The 1st and 2nd Defendants for failing to carry out their contractual obligations to safeguard the financial and other economic interest of the Plaintiffs;

ii1st and 2nd Defendant for breach of trust and for professional negligence.

iii3rd Defendant for failing to carry out its obligations to offer employment avenues for members of CIT by adopting employment policies that automatically rendered memb