LAGOS—A Federal High Court sitting in Lagos, yesterday, nullified businessman, Mr Jimoh Ibrahim ownership of Newswatch Communications Limited, publishers of Newswatch publications by quashing a Share Purchase Agreement, SPA, which transferred ownership of the newsmagazine to Ibrahim.
The court also awarded N15.7 million damages against the respondents as well as halted further publications of Newswatch Daily among other reliefs sought by the petitioners.
The judgment came a day after the 28th anniversary of the murder of Dele Giwa, the co-founder of Newswatch magazine, who was killed by parcel bomb sent to his home on October 19, 1986.
In the suit, two minority shareholders, Mr Nuhu Aruwa and Prof. Jubril Aminu had prayed the court to quash the said share purchase agreement.
They had also asked the court to restrain the respondents from publishing and selling to the public, Newswatch daily and weekend magazines.
Respondents were Newswatch Communications Ltd, Global Media Mirror Ltd, Mr Jimoh Ibrahim, Newswatch Newspapers and the Corporate Affairs Commission.
In his judgment, trial judge, Justice Ibrahim Buba upheld all the prayers of the minority shareholders.
The court held that the respondents could not prove that they paid up for the shares, as the petitioners gave evidence to show that the second to third respondents totally failed to pay for the shares of the Company.
Justice Buba said: “They have not showed how and when they paid for the said Shares, and nothing in paragraph 11 and 18A of the respondents’ statement of defence shows how they paid for the shares.
“There is no evidence in paragraph 3.0 that the respondents paid on or before May 5, 2011, as stated, as they have only given their interpretation to that paragraph. Whatever monies they spent was spent on Daily Mirror and this was confirmed by DW2 during cross examination.
“The N510 million was supposed to be paid for Shares and not for any other purpose; there is no evidence to show that the Shares have been paid for. Besides, it was a company called Global Fleet that paid the N14 million, not any of the respondents who contracted with the first respondent.”
The court held that the case of the petitioners have merits, and so, granted all the reliefs as prayed.
The court grants all the reliefs as set out on the petition at the inception of this case as follows:
“An order setting aside the contract entered into between the first and second respondent companies by virtue of document titled “Share Purchase Agreement” between the first and second respondents executed in May, 2011.
“A Consequential Order setting aside the Form CAC2 (Statement of Share Capital and Return of Allotment of Shares) of the 1st Respondent company dated August 27, 2012, and presented for filing by one Gloria A. Ukeje.
“An Order directing the 2nd and 3rd respondents jointly and severally, to pay special damages in the sum of N15.7 million to the first respondent Company, being loss of Business profits since August 2012 till October 2012 when its operations were unilaterally shut down.”
The court held that the petitioners had discharged the burden placed on them by proving their case, while the first to fourth respondents failed woefully to discharge the burden placed on them.
The petitioners had averred that the 2nd and 3rd respondents purportedly came into majority ownership of the Newswatch Communications by virtue of a Share Purchase Agreement entered into in May 2011.
They argued that by virtue of clause 3.0 of the said agreement, the 2nd respondents purportedly acquired 51 per cent of the company, on the condition that they pay the sum of N510 million as price of its shares.
They added that by clause 4.0 of the agreement, the money was to be paid on or before May 5, 2011, and that the 2nd respondent was obligated to be paid additional N500 million within 90 days after take-over, which was supposed to serve as working capital for the company.
According to them, without complying fully with the aforementioned conditions of agreement, the 2nd respondent through the instrumentality of the 3rd respondent went ahead and took over full control and management of the first respondent company. They therefore, instituted the suit, seeking to quash the said take over.
The judgment is sweet victory-Ekpu
Ray Ekpu said: “This is a sweet victory for the poor man, it means that the poor man still has the chance in Nigeria against the rich man. This is sweet victory, because the judge was forthright, his analysis of the case was succinct, and I commend him.
That means we still have pockets of excellence in our judiciary inspite of the nonsense going on. I don’t know him, I never met him, I just sat down and listened to him whenever we went to court. He is a good man for the judiciary, so there is hope.
This judgment is hope for people who don’t have the unearned weight to throw around. So when small people like us decide to fight for our rights, they will not be crushed by those who have unearned weight to throw around. Those are the people who want to reap where they did not sow. Our patrimony is intact.
We ‘ll appeal —Newswatch MD
Reacting, Newswatch management said it would appeal the judgment. According to a statement signed by the Managing Director of the company, Moses Jolayemi, it described the judgment as lacking in merit.
He said: “The Publisher of Newswatch, Jimoh Ibrahim directed the management of the company not to contribute to the problem of the judiciary and that the matter should be laid before the Court of Appeal where he is convinced justice will be done.
“The judgment lacked legal foundation and moral reasoning and that he was sure the Court of Appeal will re-establish justice and the integrity of the judiciary.”
Culled from Vanguard: http://www.vanguardngr.com/2014/10/court-nullifies-jimoh-ibrahims-ownership-newswatch-2/