A Federal High Court sitting in Ikoyi, Lagos, presided over by Justice Ibrahim Kala has perpetually restrained Dr Anthony Onuegbu Chukwueke, his two Companies Onyx Multiventures Services Limited, Majime Consulting and Management Limited and their agents from dealing with the assets and properties belonging to Germaine Sales Limited, Germaine Auto Centre Limited, Germaine Properties Investment Limited, Germain Health Centre Limited, and Germaine Pharmaceuticals Limited.
The order of the court came consequent upon a suit instituted by a consortium of six lawyers on behalf of an aggrieved member of the Chukwueke family of Awaka, Owerri, Imo State, Mr Ambrose Uba Chukwueke, who is a major shareholder of the 4th, 5th, 11th, and 12th defendants’ companies complaining about Dr Anthony Chukwueke.
In his verdict, Justice Kala issued an order declaring that the Shareholders Agreement purportedly drawn by Dr Anthony Onuegbu Chukwueke between the plaintiff's companies without any board resolution or any requisite compliance with the procedure set by the Corporate Affairs Commission (CAC) is hereby set aside forthwith having been declared null and void.
The presiding judge also held that “An order is granted that all actions taken by the 1st, 2nd, 3rd, 7th and 4th defendants on behalf of the Germaine Group of companies are null and void.
“An order is granted declaring that the purported suspension of the plaintiff, Mr Ambrose Chukuwueke as the MD/CEO of Germaine Health Centre Limited through a letter dated 23rd October 2021 issued by Dr Anthony Onuegbu Chukwueke to the plaintiff is null and void and hereby set aside.
“An order is granted declaring that the act of making Germaine Auto Centre inactive to divert its resources to finance the Germaine Sales Limited without due process of law is illegal and null and void.
“An order of perpetual injunction is hereby granted, restraining the 2nd, 3rd, 7th and 8th defendants whether by themselves or through their servants, agents and or privies or whosoever is acting from dealing with the assets and properties belonging to the 1st, 4th, 5th, 11th and 12th defendants, Germaine Group of Companies or seeking to perfect, complete any legal instrument to transfer, dissipating the assets and properties belonging to, or interfere howsoever in the business undertaking or other activities of the 1st, 4th, 5th, 11th, and 12th defendants.
“Cost of this suit assessed in the sum of N400,000.00 (Four Hundred Thousand Naira) only awarded in favour of Mr Ambrose Uba Chukwueke and against Dr Anthony Onuegbu Chukwueke, Onyx Multiventures Services Limited, Emeka Okolo, to Dr Anthony Chukwueke and Majime Consulting & Management Limited who are the 2nd, 3rd, 7th and 8th defendants jointly and severally.
The defendants in the suit are Germaine Sales Limited, Dr Anthony Onuegbu Chukwueke, Onyx Multiventures Services Limited, Germaine Auto Centre Limited (formerly Germaine Auto-care Centre Limited), Germaine Properties and Investment Limited, Ego Nwawuba Nigeria Limited, Mr Emeka Okolo, Majime Consulting and Management Limited, Chief Gerald Ndudi Chukwueke, Registrar General, Corporate Affairs Commission, Germaine Health Centre Limited, and Germaine Pharmaceuticals Limited.
The plaintiff, Mr Ambrose Uba Chukwueke, in his capacity as a shareholder of the 4th, 5th, 11th, and 12th defendants’ companies had initiated the suit, claiming against the defendants that the Shareholders Agreement dated June 20, 2019 (Germaine Sales MOU), allegedly drawn by Dr Anthony Chukwueke in collaboration with the trio of Germaine Sales Limited, Onyx Multiventures, and Ego Nwawuba Nigeria Limited, merging them with the 4th, 5th, 11th and 12th defendants’ companies into a Group of companies under the control and management of the Germaine Sales Limited name without any meeting of the companies to vote as shareholders and pass board resolutions in compliance with the procedure set out by the CAC and thus, challenging the same as null and void that should be set aside.
Consequently, the plaintiff sought other reliefs which included but were not limited to an order for the appointment of an interim Receiver Manager for the Germaine Sales Group of Companies, and the setting aside of the purported Germaine Sales company's board resolution suspending the plaintiff as the MD/CEO of the 11th defendant company, Germaine Health Centre Limited.
According to the suit, the plaintiff, in his claims and the affidavits deposed thereto, had insisted that there was no authorisation for the merging of the 4th, 5th, 11th, and 12th defendants to make up for the Germaine Sales Company.
In his judgment, Justice Kala held that “This is not a valid reason to circumvent the law and rules on corporate governance in claiming to have acted in the best interests of the companies when in the evidence of the plaintiff is otherwise a case of being more catholic than the Pope.
“The right of the members of the 4th, 5th, 11th and 12th defendants' companies to vote on whether to restructure their companies and or to sell their shares is statutorily fortified and which cannot be tampered with by any other person including the defendants in whatsoever manner and under any guise of gesture or goodwill like in the instant Dr Anthony Chukwueke attempted doing in active collaboration with other defendants.
“I, therefore, find and resolve the lone issue for determination in favour of the plaintiff.
“Having regards to the facts in support of the originating motion and the issues disclosed therein, the claim succeed in terms of prayers 1, 3, 4, 9 and 12, same are hereby granted as prayed.
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