Court Vacates Order Sacking Roger Brown as Seplat’s CEO

*Says aggrieved shareholders have locus standi

Wale Igbintade

Justice Chukwuejekwu Aneke of the Federal High Court, sitting in Lagos State has vacated an interim ex-parte order previously made by the court, stopping Mr. Roger Brown, from parading himself as the Chief Executive Officer of Seplat Energy Plc.
Justice Aneke vacated the order while ruling on applications filed by the Respondents, namely: Seplat Energy Plc, Mr. Roger Thompson Brown, Mr. Basil Omiyi, and Persons affected by the ex parte order in Suit No. FHC/L/402/2023.

The court held that by virtue of Order 26 Rule 9 and 10 of the Federal High Court Civil Procedure Rules 2019, the interim orders of the court made on March 8, 2023, “are hereby discharged and vacated.”
The court had on March 8, restrained Brown from parading himself as the CEO of the company pending the determination of a suit instituted against him and others by some aggrieved stakeholders of the company over allegations of racism, favouring of expatriate workers, discrimination against Nigerians, and breach of good governance.

Justice Aneke made the order while ruling on a Motion Ex-parte, filed by J C Njikonye, on behalf of some aggrieved stakeholders of Seplat –  Moses Igbrude, Sarat Kudaisi, Kenneth Nnabike, Ajani Abidoye, and Robert Ibekwe, Petitioners, against the Respondents, Seplat Energy PLC, Mr. Roger Thompson Brown, and Mr. Basil Omiyi, in Suit No. FHC/L/402/2023.
Similarly, Justice Aneke in a separate ex-parte application granted to the petitioner to serve any order of court and all other processes to be issued subsequently in the matter on Brown and Omiyi by pasting on the premises of Seplat Energy located at Ikoyi, Lagos.
However, the respondents in their various applications urged the court to set aside the ex-parte orders, contending that the Petitioners lacked locus standi to file the suit.

They also challenged the jurisdiction of the court to entertain the suit on grounds that the complaints of the Petitioners fall under the exclusive jurisdiction of the National Industrial Court.
Besides, they contended that the interim orders were granted against persons that were not parties to the suit and that the petitioners lacked locus standi to file the suit.

In his ruling, Justice Aneke, noted that the petitioners had in their application alleged that the affairs of Seplat was been conducted in a manner that is illegal, oppressive and unfairly prejudicial to their interests
The Judge held, “I find as a fact that the petitioners’ grouse can adequately be accommodated under the provisions of Section 354 of the Companies and Allied Matters Act, CAMA to which provision falls within the jurisdiction of this court.
“There is no doubt that the application of this provision can be made by a member of a company who alleges that the affairs of the company is being run in an oppressive manner.

“Parties are in agreement that the petitioners are members of the first Respondent (Seplat), which is within the meaning of the provision of Section 354 of the Companies and Allied Matters Act, CAMA and this has not been controverted by the Respondents.
“It is equally a fact that the averments in support are issues that can be comfortably capsulated under section 354 of CAMA. This is because when the entirety of the grouse of the Petitioners are read along with averments in support they point to the fact on whether the affairs of the first Respondent are being run in an oppressive manner, and against the interest of the Petitioners.
“I find and hold that the petitioners have locus standi to bring the petition before the Court. Furthermore, this court has a regular jurisdiction to adjudicate on the suit as it falls within the provision of section 25(1) of the Constitution.

“However, by virtue of Order 26 Rule 9 and 10 of the of the Federal High Court Civil Procedure Rules 2019 the interim orders of the court made on 8th March 2023 are hereby discharged and vacated.”

Justice Aneke adjourned the matter till May 16, for accelerated hearing.

The aggrieved shareholders had in their Motion on Notice filed by their lawyer, Jeph Njikonye, prayed the court for a declaration that the affairs of Seplat were being conducted in a manner that was illegal, oppressive and unfairly prejudicial to the petitioners and other members of Seplat and in total disregard to the interest of the petitioners, other employees, and Seplat as a whole.

They equally sought a declaration that by condoning the unlawful, discriminatory, and abusive conducts of Brown, Omiyi and the Non-executive Directors have, “failed in the discharge of their duties and are unfit to continue to function in the Board of Directors of the 1st Respondent (Seplat).”

Consequently, the petitioners sought, “an order of mandatory injunction restraining the 2nd Respondent (Brown) from parading himself as, or continuing to operate as the CEO of the 1st Respondent (Seplat) or working for Seplat in any other capacity.”

They equally sought an order restraining Seplat and the company’s Board Chairman from retaining Brown as the CEO of Seplat or retaining his services for Seplat in other capacity whatsoever.