Mr Seyi Sowemimo, SAN, Alhaji A.O. Shote, Mrs Stella Marie Awani and Mr J.B. Okele (‘the Appellants’) were, by an order of the High Court of Lagos State made on 9 December 2010, appointed as interim administrators pendente lite of the Estate of Late Mr Fredrick Egbe, a majority shareholder in Ikoya Properties Limited (‘the 7th Respondent’), who died intestate. Their appointment arose from a dispute concerning the administration of the deceased’s estate, which prompted one of his sons, Peter James Asifo-Egbe, to institute the suit.
While the suit in which the Appellants were appointed was still pending, and while the order appointing them was being contested on appeal, Madam Catherine Efejukwu and Bernadette Adebisi George (‘the 3rd and 4th Respondents’) instituted a fresh suit before the Federal High Court, Asaba, where they obtained an ex parte order appointing the 3rd Respondent as a director of the 7th Respondent. Upon her appointment, the 3rd Respondent convened a meeting at which Bernadette Adebisi George, Fumilayo George and Mosopefoluwa George (‘the 4th-6th Respondents’) were appointed as directors of the company.
Upon becoming aware of these appointments, the Appellants instituted the instant suit, challenging the validity of the appointments on the ground that they were procured by fraud and misrepresentation. They also sought reliefs aimed at protecting the deceased’s interests in the company. The 1st, 2nd and 7th Respondents objected to the suit on the grounds that the Appellants lacked locus standi and that the action constituted an abuse of court process. The trial Court upheld the objection and dismissed the suit without determining its merits.
Dissatisfied with the decision of the trial Court, the Appellants appealed to the Court of Appeal, raising, among other issues for determination: Whether Administrators pendent lite are by law vested with legal standing to institute action under the Companies and Allied Matters Act for the protection and preservation of the rights of a deceased shareholder in a company.
ARGUMENTS
Learned senior counsel for the Appellants argued that, by virtue of their appointment as interim administrators pendente lite of the estate of the deceased, the Appellants were clothed with the powers of general administrators and, in that capacity, qualified as personal representatives of the deceased for the purpose of protecting his interests in the 7th Respondent. He submitted that the statutory definition of ‘personal representative’ is not restrictive but inclusive and should therefore be construed broadly enough to accommodate persons appointed as interim administrators pendente lite. On that footing, he maintained that the Appellants were not required to be registered members of the 7th Respondent before they could validly institute the action.
Senior counsel further submitted that, as personal representatives of the deceased, the Appellants were entitled to take all necessary steps to protect and preserve his interest in the company pending the final determination of the dispute relating to his estate. He distinguished the authorities relied upon by the Respondents on the basis that they were decided under a different or narrower statutory regime, whereas the present statutory framework recognises a broader category of persons who may act to protect the interest of a deceased shareholder. Counsel finally argued that the Appellants were not required to obtain separate Letters of Administration before exercising authority over the deceased’s shares in the 7th Respondent, since the order appointing them remained valid, subsisting and unsuspended, and was therefore sufficient evidence of their authority to act on behalf of the estate.
On the other hand, counsel for the Respondents, in substance, argued that the Appellants’ appointment as interim administrators pendente lite did not, without more, confer on them the status of personal representatives of the deceased in relation to the 7th Respondent. They contended that the deceased’s shares in the company remained distinct from his personal estate and could only be dealt with in accordance with the applicable company law requirements. According to counsel, before the Appellants could exercise rights in respect of the deceased’s shares or institute proceedings concerning the management, control and operation of the 7th Respondent, they had to show that the shares had been properly transmitted or transferred to them, or that they had been duly recognised in the requisite capacity.
The Respondents further submitted that the suit in which the Appellants were appointed interim administrators did not concern the 7th Respondent, which is a separate legal entity from the deceased. It was also argued that the right to sue in respect of the company’s affairs belonged either to the company itself or to its members, and that the Appellants did not fall within either category. Counsel finally submitted that the temporary appointment did not, by itself, make the Appellants personal representatives capable of bringing the action on behalf of the deceased in relation to the company.
DECISION OF THE COURT
In resolving the issue, the Court of Appeal held that:
An interim administrator of the estate of a deceased person does not, by virtue of that appointment alone, acquire the status of a personal representative of a deceased shareholder for the purpose of instituting proceedings to protect interests connected with a company. Where such an administrator has not obtained Letters of Administration or taken the necessary legal steps to be recognised and registered as a member of the company in respect of the deceased’s shares, the administrator has no powers at all to control, administer or manage the affairs, business or properties of the company or to sustain an action purporting to protect the assets of the company.
The Court emphasised that the assets of a company are separate and distinct from the personal estate of its shareholders. Accordingly, the appointment of interim administrators over the deceased’s estate did not, without more, vest them with authority to manage the affairs of the company or to institute proceedings in respect of its assets. Their powers as administrators of the deceased’s estate could not extend to the company merely because the deceased held shares in it.
In the instant case, the Court held that, until the Appellants produced Letters of Administration or other legally recognised evidence of representation to the company, and registered in the register of members of the company, they could not be treated as the deceased’s personal representatives in relation to his shareholding. Consequently, they were not competent to invoke the relevant provisions of CAMA or maintain the action, having commenced it without first acquiring the legal status required to sue in respect of the deceased’s shares.
Issue resolved in favour of the Respondents.
Seyilayo Ojo, SAN, with him, Emesomi Igietseme for the Appellants
Olukunle Bamidele – for the 3rd – 7th Respondent
This summary is fully reported at (2026) 8 CLRN in association with ALP NG and Co.