Monday, 3 December 2012

Newswatch: Founding directors ask court to dismiss Jimoh Ibrahim’s suit

MR Ray Ekpu, Dan Agbese, Yakubu Mohammed and Soji Akinrinade, founding directors of Newswatch Magazine, yesterday, asked Federal High Court sitting in Lagos to dismiss a suit by chairman of the company, Mr Jimoh Ibrahim, contending that the suit was an attempt to waste the time of the court.
Ibrahim, had sued the founding directors over the Share Purchase Agreement of Newswatch magazine.
Ekpu and others were removed from the board of the company in October on the grounds of their alleged failure to comply with obligations incumbent upon them under the Share Purchase Agreement.
The founding directors of the magazine, argued at the resumed hearing in the matter, through their counsel, that there was no where in the Share Purchase Agreement that states that parties can or cannot declare trade dispute outside the agreement.
According to them, Ibrahim’s suit disclosed no cause of action, as what he (Ibrahim) did was to create an imaginary dispute and rush to court, further contending that the agreement provides that parties have the right to terminate same (agreement).
But Ibrahim prayed the court to dismiss the preliminary objection, contending that since Ekpu and other directors of Newswatch had resigned and sold the company, they no longer have the power and mandate to continue to act as directors or remain on the board of the company.
He argued that the founding directors lacked the power to declare trade dispute as contained in their letter to Ibrahim, because they are no longer owners of the company, contending that the fact that Ekpu and others continue to act as directors after they resigned was enough cause of action to maintain the suit.
The plaintiffs are contending in the suit that the said Share Purchase Agreement requires Ekpu and others to have “appropriate shares” to be on the board of the company, adding that Section 7.0 of the Share Purchase Agreement also provides that “parties agree that the founding members of the company retiring could take up appointments as consulting editors, up to a period of two years, or membership of the board, where appropriate.”
Share acquisition
The share acquisition by Ray Ekpu and others, according to the company, grossly fell short of both the requirement of Companies and Allied Matters Act, CAMA and the provisions of the SPA, hence the decision of the company that they were not eligible to continue occupying the offices of directors on the board.
Trial judge, Justice Okon Abang,  adjourned till December 7, 2012, for parties to re-adopt their oral and written addresses, before adjourning for ruling, noting that in view of the fact that judgment or ruling must be delivered within 90 days after parties had adopted their written addresses and because there are many pending cases before him for judgment and ruling, parties needed to come back to re-adopt their addresses so that ruling can be delivered within the 90 days period.

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