U.O.O. (NIG.) PLC V. OKAFOR & ORS.
(RHODES-VIVOUR; PERTER-ODILI; NWEZE; AUGIE; EKO, JJ.SC)
U.O.O. (Nig.) Plc (the Appellant) was founded by the late Nze Uche Okafor who had seven wives and fifty-five children. Prior to his death, he formally resigned his position as Chairman, Managing Director, and Chief Executive Officer of the company through a written letter addressed to the Board of Directors, and nominated his son, Edozie Uche Okafor, as his successor to those offices.
Subsequently, at a General Meeting of the company, it was resolved that the late Nze Uche Okafor be retired from his positions on the grounds of old age, and that Mr. Edozie Uche Okafor be appointed in his stead as Chairman, Managing Director, and Chief Executive Officer of the company. This appointment was stated in paragraph 80(d) of the company’s Articles of Association.
In February 2005, some directors and shareholders of the company expressed their intention to disinvest from the company. Consequently, at an Extraordinary General Meeting, a ten-man Asset Valuation Committee was constituted to determine the value of the company’s assets and shares. The Committee engaged professional valuation firms and arrived at a recommended unit share price of N1.50, which was however, rejected. Following further negotiations among the parties, an agreement was eventually reached fixing the value of each share at N2.65. At the Annual General Meeting of the company held in Aba on 9th March 2007, the special business on the agenda was to receive and adopt N2.65k as the value of each share of U.O.O. Nigeria Plc, as agreed by the Members of the Revaluation Committee. However, during the meeting, as the Chairman, Nze Edozie Uche Okafor, was reading his address and referring to the agreed unit price of N2.65k, the proceedings degenerated into commotion, and the meeting became highly rowdy.
