The Federal High Court in Abuja has awarded N300 million against Transnational Energy Limited over the unlawful removal of Funmi Olawepo as a shareholder and director of the company.
Transnational Energy Limited, the operator of Petroleum Prospecting Licence (PPL) 221, was ordered by the court to pay Ms Olawepo the money for breach of contract.
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The judge, Gladys Olotu, found that Transnational Energy Limited violated both corporate governance standards and the provisions of the Companies and Allied Matters Act (CAMA) 2020 by altering official records with the Corporate Affairs Commission (CAC) without the plaintiff’s knowledge or consent.
She ruled that Transnational Energy’s actions constituted a breach of “fiduciary duty” and a clear disregard for due process, stating that no director or shareholder can be unilaterally removed in violation of corporate law.
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“It is my humble view, that the actions of the 1st Defendant (Transnational Energy Limited) in transferring the Plaintiff’s shares without her consent and removing the Plaintiff from being a director without due notice to her all boils down to the fact that the 1st Defendant, breached the contract between itself and the Plaintiff and therefore, the Plaintiff is entitled to damages,” the judge ruled.
Apart from awarding N300 million damages in favour of the plaintiff, the court ordered her reinstatement as director and restored her shares allotment.
PREMIUM TIMES obtained on Wednesday a certified true copy of the judgement, which was delivered on 20 March in suit marked FHC/ABJ/CS/1652/2021.
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The plaintiff, Funmi Olawepo, instituted the suit on 31 December 2021 against Transnational Energy Limited and the Corporate Affairs Commission (CAC) – sued as the first and second defendants.
The defendants neither appeared in court nor sent lawyers to represent them to defend the suit.
The suit
The plaintiff plaintiff, through her lawyers – Adekunle Oladapo Otitoju, Christiana Asoegwu and Ugoma Kela-Eke –
had instituted the suit in December 2021 upon realising that she had been illegally removed as a shareholder and director of Transnational Energy Limited.
According to Ms Olawepo, she discovered she was no longer a director of the company sometime in 2020 when another director notified her of the removal.
She said she was directed to seek remedies from the court when she approached the CAC to seek clarifications on why her name was expunged from the list of shareholders and directors of the company, and to demand the cancellation of her illegal removal.
The removal, she insisted, was without her consent and knowledge, the basis which triggered her seeking justice from the court.
In her suit challenging her unlawful removal as the company’s shareholder and director, Ms Olawepo sought seven prayers:
A declaration affirming her ownership of shares and status as director.
A declaration that the defendant cannot remove the plaintiff as a shareholder from Transnational Energy Limited without seeking her consent to acquire the same.
A declaration that the plaintiff cannot be removed as a director of the company without her consent or by signing the necessary document required for such a change of director
An order directing the 2nd defendant to expunge and nullify from their records the CAC Form 2 for Return of Allotment of shares, where her name was removed on the 25 March 2020.
An order directing the 2nd defendant to remove and nullify from records the CAC Form 7A for Notice of Change of directors filed in respect of the change of directors filed on 25 March 2020.
An order was made against the 1st defendant to pay N300,000,000 as a breach of contract for unlawfully removing her name from the 2nd defendant’s Records as shareholder and director without her consent and knowledge.
An order of the court against the 1st defendant, nullifying all other documents filed in the custody of the 2nd defendant, starting from the period of the plaintiff’s purported removal as a shareholder and a director.
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Unlawful action undefended
The suit was undefended by the two defendants – Transnational Energy Limited and CAC. The judge said they neither sent a lawyer to represent them in court nor filed any defence despite being served with the suit and hearing notices.
With the plaintiff’s uncontroverted evidence, the judge granted all the seven prayers, ruling that the company “acted unlawfully by failing to follow due process in removing the Plaintiff from her position as a director and transferring her shares without her consent and consideration.”
“Such actions are clear violations of the principles of corporate governance under the Companies and Allied Matters Act. Consequently, I order that the Plaintiff is entitled to the reliefs sought and this Court so holds,” the judge added.
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