Facts:

The appellants were approached by the pre-merger officials of the respondent to invest in the proposed merger of several banks that metamorphosed to the respondent-Bank. This was in line with the recapitalization policy of the Central Bank of Nigeria mandating all existing banks to increase their capital bases to certain mark within a stipulated time frame. Certain assurances were made to the appellants that, should they invest as shareholders in the proposed bank; the 2nd appellant will be made a director for life in the respondent-Bank. To this end, the sum of N2,000,000,000.00 (Two Billion Naira) was said to have been invested by the appellants.

In line with the assurance, the 2nd appellant was made a Non-Executive Director of the respondent and was equally appointed to some of its standing committees until 15/5/2012 when he was removed at the respondent’s Annual General Meeting held on that date. The ground for the removal was to the effect that the 2nd appellant had attained 70 years of age. Aggrieved with the turn of events, the appellants initiated a suit against the respondent at the Federal High Court, Lagos division, vide an Originating Summons for various declarative reliefs and Orders. The lower court held that the originating summons lacked merit and consequently struck it out.

Dissatisfied with the decision of the trial court, the appellants appealed to the Court of Appeal contending inter alia that the removal of the 2nd appellant as a director of the respondent contravened the Articles of Association of the respondent and is in violation of the Companies and Allied Matters Act.