Does Obtaining Letters of Administration in Respect of Shares Held by a Deceased Shareholder Automatically Transfers Interests in the Company

CASE TITLE:  AONDONGU v. MAIBER & ANOR (2022) LPELR-57882(CA)  

JUDGMENT DATE:  9TH MAY, 2022

JUSTICES:  IGNATIUS IGWE AGUBE, JCA

CORDELIA IFEOMA JOMBO-OFO, JCA

MUSLIM SULE HASSAN, JCA

COURT DIVISION:  MAKURDI

PRACTICE AREA:  COMPANY LAW

FACTS:

​The plaintiffs (Respondents) at the trial Court, sought the following reliefs against the defendant:

1. A declaration that the plot situate at opposite Coca-Cola Nigeria Limited belonging to members of the Gaadi Community.
2. A perpetual injunction restraining the Defendant or his privies from further entry into the land and use of the hall.
3. N1,000,000.00 (One million Naira) damages for trespass committed by Defendant when he entered the Plaintiff’s land and occupy the Plaintiff’s hall exclusive possession of the Plaintiff without their consent.

The defendant in his pleading prayed the trial Court to dismiss the suit for being frivolous, unmeritorious, incompetent and constituting an abuse of its process.

The plaintiffs further filed a reply to the defendant’s statement of defence.

At the close of the trial and filing of final written addresses, the learned trial Judge in a considered judgment, entered judgment in favour of the plaintiffs as per their claims. 

Dissatisfied with the judgment, the appellant appealed to the Court of Appeal.

ISSUES:

The appeal was determined upon consideration of the issues thus:

1. Whether the lower Court was right in granting declaratory relief to the Plaintiffs/Respondents even though they did not prove their case.
2. Whether the lower Court was right in adopting the judgment of the Federal High Court in suit no. MKD/CS/44/2010 which is a subject of appeal in Appeal No. CA/MK/98/2012 against the Appellant.
3. Whether the lower Court was right in holding that the Defendant/Appellant could not be heard to complain about the management of Gaadi & Sons Farms Project Co. Ltd when indeed, the Appellant has proved that he is the administrator of the estate of his late father and assumed the shares of his late father in the company.

COUNSEL SUBMISSIONS

Learned counsel for the Appellant submitted that the trial Court erred when it held that the appellant could not be heard to complain about the management of Gaadi & Sons Farms Project Co. Ltd. when the appellant gave sufficient evidence to show his standing and authority concerning the affairs of Gaadi & Sons Farms Project Co. Ltd. The learned counsel further submitted that the defendant gave unchallenged evidence and tendered letters of Administration showing that he assumed ownership of the shares held by Chief Gaadi Amogo, the late Managing Director/Chief Executive Officer of Gaadi & Sons Farms Project Co. Ltd. Learned counsel then argued that the appellant has sufficient interest in the affairs of Gaadi & Sons Farm Project Co. Ltd and has shown same so sufficiently in his evidence before the trial Court.

Learned counsel for the Respondents, however, submitted that the appellant has never been either an officer or member of the Gaadi & Sons Farm Project Co. Ltd. and as such lacks the legal capacity to question the management and operation of a company which he has no stake into. Counsel for the respondents further submitted that the appellant has not disclosed the existence of any interest in his favour in the affair of Gaadi & Sons Farms Project Co. Ltd. 

DECISION/HELD

In conclusion, the Court of Appeal dismissed the appeal.

RATIO

1. COMPANY LAW – COMPANY SHARES: Whether obtaining letters of administration in respect of shares held by a deceased shareholder automatically transfers interests in the company

“The appellant in the instant appeal aside from arguing that he is the head of the Gaadi Amogo family and that letters of Administration were granted him over his late father’s shares in Gaadi & Sons Farm Project Co. Ltd., he never adduced evidence that his alleged letters of Administration were ever registered with the company as required by law or did he furnish the Court with evidence of his leadership/change of leadership in Gaadi & Sons Farm Project Co. Ltd. as in form of CAC Forms 2 and 7, as merely securing letters of Administration does not in any way make him the Managing Director of Gaadi & Sons Farm Project Co. Ltd. This is because the Gaadi Amogo family and the Gaadi & Sons Farm Project Co. Ltd are two distinct entities in law. It is therefore erroneous and a misconception for the appellant in the instant appeal to conceive the fact that because he obtained letters of Administration over the shares held by his late father that that implies that he has interest in the affairs of Gaadi & Sons Farm Project Co. Ltd.” Per JOMBO-OFO