A Federal High Court sitting in Abuja has dismissed a motion by two directors of an oil and gas company, Green Energy International Ltd.
The motion is seeking to discharge an ex parte order of the court granted in favour of the company ordering the directors to attend a board meeting and Annual General meeting to resolve their disagreement over a $300m Foreing Direct Investment loan meant for the expansion of the company’s operation.
The court, in its ruling on the application for order discharging the exparte order granted on 4 November 4, last year argued by their counsel A Agbabiaka (SAN), said the application by the defendant applicant had become academic and spent, having expired and the order having been implemented by the Plaintiff by holding the said meeting as required without any breach of peace.
Justice Ijeoma Ojukwu stated that it was the duty of court to facilitate companies to resolve their differences using their internal mechanism in a peaceful manner and that it was the duty of all persons to maintain law and order, adding that it was not against the fundamental rights of any one when parties are ordered to maintain peace.
The two Directors, Messrs Ayodele Olojede and Dr Bunu Alibe, who are minority shareholders had sought to truncate the loan financing agreement by asking that the processing of the loan be stopped , despite approval of the Board and majority of the shareholders, on the basis that they were not properly briefed .
The company approached the court asking for an order of court to compel the two directors to explore the internal mechanisms to ventilate their grievances and resolve their differences with the majority shareholders , rather than externalising the dispute with a view to obstructing the operations of the company.
In an exparte order dated 11 November , Justice Ojukwu had stated that to “afford the parties a happy medium in the resolution of their issues” she ordered the parties to attend the Board meeting scheduled for November 12, last year and refrain from any actions which may cause a breach of peace.
Addressing the court, Counsel for the Plaintiff company, Chief Benbella Anachebe (SAN) had argued that there was no order of court to discharge as the order had already been carried out and the defendants have not placed any documentary evidence before the court to the contrary. He said the Defendants had in flagrant disobedience of the court order refused to attend the meeting claiming they had fundamental freedom of association and that the Board and Annual General met successfully approved the proposal to seek all the Foreing direct investment to finance the expansion of the company by drilling more wells and establishing the first indigenous oil onshore terminal .
He said the minority shareholders who are also directors having not presented themselves for re-election were also not re -elected as directors; hence are aiming to destroy the value of the company.
He urged the court to accelerate the hearing of the substantive matter of the plaintiff company.
The court therefore adjourned the hearing of the substantive matter to May 11.