AGM: Court Stays Further Proceedings In Suit Against FBN Holdings

Justice Akintayo Aluko of the Federal High Court in Lagos yesterday adjourned indefinitely the suit filed by three aggrieved FBN Holdings Plc shareholders, seeking to stop the Annual General Meeting of the company held on August 15, 2023.

Justice Aluko ordered a stay of further proceedings in the suit pending the hearing and determination of an appeal filed by FBN Holdings and another application seeking a stay of proceedings currently before the Lagos Division of the Court of Appeal.

The judge had on Wednesday directed lawyers in the suit to address him on whether the court can proceed with the case given the Appeal.

In his ruling, the judge held that what was pending before the Appellate court was not just an application to stay proceedings but the substantive relief of the appeal for a stay of proceedings.

He also held, “It is my view that it is better to avoid any judicial engagement in this proceedings before this court that is capable of defying the judicial authority of the court of appeal, whose decision may impact the proceeding before this court.

“Going by the tone of the event and the level of controversy the matter has generated, it’s better to give the senior brothers at the court of appeal the opportunity to look into the case.

“The pending ruling of the court is kept in abeyance in sacred obedience to judicial authorities of the Court of Appeal; I hereby order that status quo be maintained by all the parties before this court,” Justice Aluko stated.

Three aggrieved shareholders, Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi, and Ogundiran Emmanuel Adejare, had urged the court for an order stopping the bank’s Annual General Meeting pending the hearing of their suit number FHC/L/CP/1575/23.

FBN Holdings Plc had, in its Notice of Appeal, urged the upper court to nullify an ex-parte order granted by Justice Oweibo of the Federal High Court, which stopped the bank’s Annual General Meeting (AGM).

The Holding company, in a Notice of Appeal filed on its behalf by its team of lawyers led by Mutalubi Adebayo (SAN), is also asking the upper court for an order allowing its appeal and an order directing that a different Judge of the Federal High Court Lagos be assigned to hear the substantive matter.

The lawyer further argued that the lower court lacked the jurisdiction to grant the ex-parte order because the condition precedent under the Federal High Court Rules for the hearing of the suit was not met by the petitioners.

In his ruling delivered on August 9, 2023, Justice Oweibo directed FBN Holdings Plc not to hold its scheduled and statutory AGM until the issues before the court were resolved.

However, FBN Holdings Plc, in its appeal filed on six grounds of law, urged the appellate court to set aside the ex-parte order and that it should assign the matter to a new judge for hearing.

The appellant argued that the trial judge erred in law when he granted the prayer sought by the respondents in their Motion ex parte dated August 8, 2023, while they sought the same relief in their substantive suit before the same court.

Adebayo contended that by granting the respondents prayer, the judge prejudged the substantive issues even before they were heard.

The lawyer also submitted that the lower court lacked the jurisdiction to entertain the respondents’ suit and also to grant the prayers sought in the motion ex parte when the condition precedent for the hearing of urgent action during the long vacation of the court was not fulfilled.

He maintained that the judge erred in law when he granted the order to restrain FBN Holdings from complying with the statutory duty under Section 237 of CAMA 2020 to wit, holding its Annual General Meeting.