A Federal High Court sitting in Abuja has ruled that it is unlawful for Transnational Energy Limited to remove Dr Funmi Olawepo as a shareholder and a director of the company.
The case, with suit number FHC/ABJ/CS/1652/2021, presided over by Honourable Justice G. K. Olotu, has Dr Funmi Olawepo as the plaintiff, Transnational Energy Limited as the first defendant, and the Corporate Affairs Commission (CAC) as the second defendant.
In the suit, the seven reliefs sought by Dr Olawepo included, among other things, a declaration of her shares in Transnational Energy as personal, a declaration that Transnational Energy cannot remove her a shareholder and a director without her consent, and an order for Transnational Energy to pay her N300 million for breach of contract for unlawfully removing her name from CAC records as a shareholder and a director without her consent and knowledge.
In a ruling dated March 20th, 2025, Justice Olotu adjudged that a director who believes that they have been wrongfully removed, like in this case, can seek legal remedies, including claims for breach of contract and compensation for loss of office.
‘In my humble view, the actions of the 1st Defendant in transferring the Plaintiff’s shares without her consent and removing the Plaintiff from being a director without due notice to her boil down to the fact that the 1st Defendant breached the contract between it and the Plaintiff and therefore, the Plaintiff is entitled to damages,’ Justice Olotu said.
Justice Olotu further ruled that, ‘Such actions are clear violations of the principles of corporate governance under the Companies and Allied Matters Act. Consequently, I order that the Plaintiff is entitled to the reliefs sought and the Court so holds.’
In light of the ruling, Justice Olotu declared that the reliefs of Dr Funmi Olawepo were granted as prayed.