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Newswatch files notice of appeal against judgement

By The Citizen
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Newswatch Communications Limited yesterday filed notice of appeal against the judgement of Justice Ibrahim Buba of the Federal High Court, Lagos, which declared sales of the majority shareholding in Newswatch invalid.

The company, in its notice of appeal filed by Chief Bolaji Ayorinde, SAN, is challenging the decision of Justice Buba on the grounds that the trial court misdirected itself in fact and law.

Already, the registrar of the Federal High Court has issued the Civil Form 7, being summons to parties for the compilation of record of proceedings for onward transmission to the Court of Appeal on Friday.

The Newswatch's notice of appeal stated that the trial court took the case outside the pleadings of the parties.

Specifically, the notice of appeal states that the particulars of misdirection include failure of the trial judge to recognise the payment of N510m made by the core investor to the company.

The company also noted that there were sufficient evidence on Page 13 of the offering memorandum admitted before the court that the Newswatch Communications was running at a loss of N362m under Mr. Ray Ekpu as then Chief Executive Officer and wondered why the court awarded damages for business that was running at a loss!

Consequently, it prayed the appellate court to among other reliefs, set aside the judgement delivered by Justice Buba.

Speaking on the judgment, Chief Ayorinde SAN said: 'We have two conflicting judgements emanating from two courts of equal jurisdiction. The parties in the suit are not only the same, the issues are also the same. The court has created a situation where parties will choose which of the two judgments they should obey.''

He recalled that sometime, last year, Justice Okon Abang of the Federal High Court, Lagos, had in a wellconsidered judgement restrained the former directors of Newswatch Communications Limited from parading themselves as directors of the organisation.

Specifically, Ray Ekpu, Dan Agbese, Yakubu Mohammed and Soji Akinrinade, who have been at loggerheads with the new management led by Dr. Jimoh Ibrahim, CFR, were also restrained from acting on behalf of the minority shareholders.

In his judgement, Justice Abang had held that by the evidence before him, it was clear and uncontroverted that the defendants had been duly paid their terminal benefits and that they resigned voluntarily.

The court added that it was clear that Ekpu was paid over N79.5m; Yakubu was paid N77.7m; Agbese was also paid N77.7m while Akinrinade was paid N60.5m, and that none of the defendants led evidence to refute these facts.

Besides, Justice Abang also stated that the claim by the defendants that they were reappointed as non-executive directors at the same meeting at which they voluntarily resigned could not be proved by evidence before the court.

The court held that the moment the new core investor, Dr. Ibrahim, acquired 51 per cent majority shareholding after paying N510m for the acquisition, the management of the company passed to Dr. Ibrahim.

'If the directors are saying the management of the company had not passed to him prior to May 5, 2011 when the contract was completed why did they sign the Share Purchase Agreement? Why did they admit him to the Board of Directors and why was he made the Chairman of the Board of Directors?', Justice Abang said.

Before finally losing this substantive suit, the defendants had lost a number of interlocutory decisions, which included a preliminary objection they had filed to the suit which was dismissed on March 6, 2013.

Justice Abang had earlier quashed the two appeals filed at the Lagos Division of the Court of Appeal by the defendants on the grounds that they were invalid and incompetent.

However, over a year after, a sister court presided over by Justice Ibrahim Buba in the case filed by the minority shareholders namely; Mr. Nuhu Aruwa and Prof. Jibril Aminu against Newswatch Communications Limited, Global Media Mirror Limited, nullified the Share Purchase Agreement (SPA) which transferred ownership of Newswatch Communications Limited to Global Media Mirror Limited owned by business mogul, Jimoh Ibrahim