MISS FUNMILAYO ROTOLA AYODELE WILLIAMS v. GLAXOSMITHKLINE CONSUMER NIGERIA PLC
(2019)LCN/13180(CA)
In The Courtroom of Attraction of Nigeria
On Friday, the third day of Could, 2019
CA/L/996/2008
RATIO
APPEAL: THE APPELLATE COURT DOES NOT ALWAYS HAVE THE DUTY OF INTERFERING IN THE AFFAIRS OF THE LOWER COURTS
See Tsokwa Motors Nig. Ltd V. UBN Ltd (1996) 9 NWLR (Pt. 471) 129 @ p. 145, the place the Supreme Courtroom opined inter alia thus:
It’s trite legislation {that a} Courtroom of Attraction can be sluggish to intrude with the findings of details by a trial Courtroom and can solely accomplish that if such findings will not be supported by the burden of proof are per-versed?The place a trial Courtroom fails to guage the proof on report or erroneously does so or the conclusion reached shouldn’t be supported by the proof on report, then the Courtroom of Attraction, within the curiosity of justice, should train its personal of reviewing these details and drawing the suitable inferences from the proved details. Even the place the attraction activates a query of details, the Appellate Courtroom has to keep in mind that its responsibility to rehear the case and the Courtroom should rethink the fabric earlier than the Decide with such different supplies as it might have determined to confess. The Appellate Courtroom should not use its personal thoughts to disregarding the judgment appealed from however rigorously weighing and contemplating it, and never shirking from overruling it, if on full consideration it involves the conclusion that it’s flawed.PER PER BIOBELE ABRAHAM GEORGEWILL, J.C.A.
WORDS AND MEANING: ACCIDENTAL
Whereas on the one hand, the phrase unintentional has been outlined to imply;
(i) Not having occurred because of anyones purposeful act or (ii) ensuing from any occasion that might not have been prevented by human ability or cheap foresight.PER BIOBELE ABRAHAM GEORGEWILL, J.C.A.
WORDS AND MEANING OMMISSION
However, the phrase omission has been outlined to imply;
A failure to do one thing, neglect of responsibility. The act of leaving one thing out or state of getting been omitted or of not having been achieved.
See Blacks Legislation Dictionary (2004) Edited by Bam G. Garner, Ninth Version, Thomson West @ pages 17 and 1197 respectively.PER BIOBELE ABRAHAM GEORGEWILL, J.C.A.
JUSTICES
TOM SHAIBU YAKUBU Justice of The Courtroom of Attraction of Nigeria
BIOBELE ABRAHAM GEORGEWILL Justice of The Courtroom of Attraction of Nigeria
GABRIEL OMONIYI KOLAWOLE Justice of The Courtroom of Attraction of Nigeria
Between
IN THE MATTER OF GLAXOSMITHIKLINE CONSUMER NIGERIA PLC AND IN THE MATTER OF THE COMPANIES AND ALLIED MATTERS ACT 1990
MISS FUNMILAYO ROTOLA AYODELE WILLIAMS Appellant(s)
AND
GLAXOSMITHKLINE CONSUMER NIGERIA PLC Respondent(s)
BIOBELE ABRAHAM GEORGEWILL, J.C.A. (Delivering the Main Judgment): That is an attraction towards the Remaining Ruling of the Federal Excessive Courtroom, Lagos Division, Coram: D. D. Abutu J., in Go well with No. FHC//L/CS/183/2008: Miss Funmilayo Rotola Ayodele Williams V. Glaxosmithkline Client Nigeria Plc., delivered on 31/7/2008, wherein the Courtroom under declined to grant reliefs C, D, E and F claimed by the Appellant as Plaintiff towards the Respondent as Defendant, whereas granting reliefs A and B in favor of the Appellant towards the Respondent.
The Appellant was dissatisfied with the a part of the mentioned closing ruling declining to grant some the reliefs claimed by her towards the Respondent and had appealed to this Courtroom vide a Discover of Attraction filed on 31/11/2008 on six grounds of attraction @ pages 146 – 151 of the Report of Attraction. The Report of Attraction was duly transmitted to this Courtroom. The Appellant?s Amended transient was filed on 31/5/2012. The Respondent?s Amended transient was filed on 19/4/2016. The Appellant?s Reply transient was filed on 16/11/2016 however deemed as correctly filed on 5/10/2018.
?
On the listening to of this Attraction on 15/4/2019,
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Chisom I. Ezeigwe Esq., realized counsel for the Appellant, showing with Esther Owolabi Esq., adopted the Appellant?s Amended transient and Reply transient as their arguments and urged the Courtroom to permit the Attraction and put aside that a part of the ultimate ruling of the Courtroom under declining to grant reliefs B, C, D and E claimed by the Appellant towards the Respondent and to grant these reduction in favour of the Appellant towards the Respondent. On their half, Dr. A. A. Olawoyin SAN, realized Senior Advocate for the Respondent, showing with J. O. Omisade Esq., and O. H. Adebanjo Esq., adopted the Respondent?s Amended transient as their arguments and urged the Courtroom to dismiss the Attraction and to affirm the ultimate ruling of the Courtroom under.
On the Courtroom under, the Appellant as Plaintiff had on 21/2/2008 commenced an motion by the use of an Originating Summons towards the Respondent as Defendant claiming the next reliefs, particularly:
A. A Declaration that the Plaintiff is a Shareholder within the Defendant?s Firm, and is entitled to be notified of and enabled to attend and or take part within the Defendant?s Annual Basic Assembly.
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B. A Declaration that the Defendant?s Discover of its Thirty-Sixth Annual Basic Assembly which was posted on 30th Could, 2007 and which the Plaintiff obtained on 26th June 2007, whereas the mentioned assembly was to be held and certainly held on Tuesday 22nd Could, 2007 is improper. Identical having did not adjust to the related provisions of Firm and Allied Matter Act 1990.
C. A Declaration that because of this late receipt of the mentioned discover of assembly, the Plaintiff was intentionally prevented from attending and or talking on the Defendant?s Thirty-Sixth Annual Basic Assembly.
D. A Declaration that the Plaintiffs proper to attend and or converse on the Defendant?s Thirty-Sixth Annual Basic Assembly was grossly and or unjustly violated.
E. A Declaration that each one the enterprise presupposed to have been transacted and resolutions handed on the Defendant?s Thirty-Sixth Annual Basic Assembly held on Tuesday 22nd day of Could, 2007 at Shell Nigeria Corridor, Muson Centre, 8/9 Marina, Onikan, Lagos identical having did not adjust to the related provisions of Corporations and Allied Issues Act 1990 are null and void and of no impact.
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F. An Order for the prices of this continuing within the sum of N5, 000, 000. 00. See pages 2 – Three of the Report of Attraction.
BRIEF STATEMENT OF FACTS
On the one hand, the Appellant as Plaintiff on the Courtroom under based her declare primarily on the truth that the Respondent held its Thirty – Sixth Annual Basic Assembly with out serving a legitimate Discover of assembly on her. The mentioned assembly was held on 22/5/2007 on the Shell Muson Centre, Onikan, Lagos whereas the discover of the mentioned Annual Basic Assembly was posted to the Appellant on 30/5/2007, that’s eight days after the assembly however the Appellant didn’t obtain the mentioned discover till 26/6/2007 weeks after the occasion. All these have been because of the angle of the Respondent in making certain that these statutorily entitled to note of its Annual Basic Assembly will not be correctly served with a legitimate discover of assembly. This angle of the Respondent disadvantaged the Appellant her statutory proper to attend and converse on the Respondent?s Thirty – Sixth Annual Basic Assembly and the Appellant was extremely devastated with this critical deprivation and disenfranchisement. She wrote a letter to the Respondent whereby she expressed
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her displeasure and disappointment over the ugly incident and in response, the Respondent wrote sequence of letters admitting the late supply of the mentioned discover of Annual Basic Assembly, however wrongly attributed the delay to unintentional omission. Dissatisfied with the methods and manners the Respondent dealt with the matter at its early stage when amicable settlement was being explored, the Appellant commenced an motion towards the Respondent earlier than the Courtroom under. The Respondent filed its counter affidavit and after subsequent exchanges of additional affidavits, the Courtroom under set down the Appellant?s Originating Summons and different processes filed and the Respondent?s Counter Affidavit with different processes filed for listening to. On the 31/7/2008, Courtroom under delivered its closing ruling, wherein it granted solely reliefs A and B, whereas declining to grant reliefs C, D, E and F, therefore this attraction to this Courtroom. See pages 2 ? 78, 113 – 117 and 135 – 144 of the Report of Attraction.
However, it was the case of the Respondent that in accordance with the provisions of the Corporations and Allied Issues Act 1990 which offers that members of an organization be
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given no less than 21 days discover of any assembly, the Respondent took steps to make sure that enough discover was given to all its Shareholders. Additional to a number of efforts it additionally revealed in two nationwide newspapers, the Guardian and the Monetary Commonplace of 26/4/2007 the discover of the mentioned Thirty-Sixth Annual Basic Assembly. The Respondent went additional to make the required preparations for the dispatch of the Discover of assembly to be held on 22/5/2007. It employed the providers of a number of courier corporations together with blue Marine Specific, Ben courier Restricted, and Trans Royal Courier to ship notices to numerous shareholders of the corporate. Nonetheless, concerning the first week in July 2007, the Respondent obtained a letter wrongly dated 26/7/2007 from the Appellant whereby she complained concerning the late receipt of the discover of the mentioned Annual Basic Assembly. The Respondent then contacted its Registrars (Union Registrars) to analyze the allegation however they have been nonetheless unable to pin level which specific firm had collected the Appellant?s discover for supply. A lot of conferences have been held and correspondence exchanged between the Appellant and the
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Respondent?s firm Secretary one Mrs. Onabowale who tried to elucidate to the Appellant why she had obtained her discover late and was hopeful that the matter can be resolved amicably. Nonetheless, the Respondent?s effort to resolve the matter failed and the Appellant filed a go well with within the Federal Excessive Courtroom Lagos largely because of the Respondent? refusal to pay the colossal sum of N15, 000,000.00 demanded by the Appellant?s father. See pages 88 ? 101, 110 – 111 and 123 – 127 of the Report of Attraction.
ISSUES FOR DETERMINATION
Within the Appellant?s Amended transient, 5 points have been distilled as arising for willpower from the six grounds of attraction, particularly:
1. Whether or not failure by the Respondent to serve a legitimate Discover of Assembly on the Appellant was because of unintentional omission? (Distilled from floor 1)
2. Whether or not the failure by the Respondent to serve the Appellant with a legitimate Discover of Assembly was surprising and subsequently an unintentional omission? (Distilled from floor 2)
3. Whether or not the Respondent has established by Affidavit and or documentary proof that it despatched the Appellant?s Discover of
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Assembly by way of a Courier Corporations, however the courier corporations did not delivered the Discover inside time? (Distilled from floor 3).
4. Whether or not Displays E and F glad the necessities or provisions of the Proof Act earlier than they have been admitted and relied upon by the realized trial Courtroom? (Distilled from floor 4)
5. Whether or not the Appellant herein is entitled to value of this motion? (Distilled from floor 5)
Within the Respondent?s Amended transient, two points have been distilled as arising for willpower on this attraction, particularly:
1. Whether or not the Respondent?s failure to serve the Appellant with a discover of its Thirty-Six Annual Basic Assembly earlier than the assembly was held on 22/5/2007 was because of an unintentional omission.
2. Whether or not the realized trial choose was proper to depend on the newspaper publications (Exhibit E & F) in arriving at its resolution.
My Lords, upon a relaxed scrutiny of claims, affidavit and documentary reveals relied upon by the events as within the Report of Attraction and the submissions of counsel of their respective briefs within the gentle of the findings of the Courtroom under within the closing ruling
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appealed towards, and taking into account the truth that a few of the reduction claimed by the Appellant towards the Respondent have been granted by the Courtroom under, I’m of the view that the right points arising for willpower on this attraction are the Respondent?s points one and two and the Appellant?s problem 5. Nonetheless, Respondent?s problem one and two shall be taken collectively as one problem whereas Appellant?s problem 5 shall be thought of as problem two on this judgment. The 2 points for willpower shall be as follows:
1. Whether or not the Respondent?s failure to serve the Appellant with a discover of its Thirty ? Six Annual Basic Assembly earlier than the assembly was held on 22/5/2007 was because of an unintentional omission and whether or not the Courtroom under was proper to have relied on the Newspaper publications in Displays E 7 F in arriving at its resolution that the failure to serve the Appellant with the discover of the mentioned assembly was as results of an unintentional omission and thus doesn’t vitiate the assembly and selections reached therein?
2. Whether or not the Appellant is entitled to the price of the motion as claimed towards the Respondent and
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whether or not the Courtroom was proper in refusing to grant reduction F on value of the motion as claimed by the Appellant towards the Respondent?
Within the Appellant?s reply transient, there have been submission in response to an alleged preliminary objection within the Respondent?s Amended transient difficult the Appellant?s problem one however having taken time to rigorously undergo the whole lot of the Respondent?s Amended transient, significantly paragraphs 4.1 – 4.Eight therein, there seems to be no such preliminary objection. I subsequently discountenance the submissions within the Appellant?s Reply transient dealing
