Facts:

Facts:
The 1st appellant took a loan facility from the 2nd respondent and secured it with a
deed of mortgage over its properties situate at Nos. 2-4 and 10 Abebe Village
Road, Iganmu, Lagos State. After the mortgage became due and the 1st appellant
failed to redeem the mortgage the 2nd respondent, exercising its powers of sale
sold both properties to the 1st respondent. Dissatisfied with the exercise of the
power of sale by the 2nd respondent, the appellants filed an originating summons
at the Federal High Court, Lagos Division alleging that the sale was void on the
ground that the 3rd and 6th respondents are siblings and that at the time the power
of sale was exercised by the 2nd respondent to the 1st respondent, the 3rd
respondent was the managing director of the 1st respondent and a director of the
2nd respondent simultaneously, and that the 6th respondent was a director of the
appellant as well as an executive director of the 1st respondent. The appellants
alleged that the directors stand in a fiduciary relationship with the company and
that they are bound to disclose any interest they or any person connected to
them may have in the transactions involving the company’s mortgaged properties.
They further allege that this was a violation of sections 279 – 292 of the Companies
and Allied Matters Act, 2004.

After hearing the parties, the court gave judgment in favour of the respondents
on the ground that the 1st appellant had forfeited its rights to the properties on the
account of its unliquidated debt to the 2nd respondent who exercised its right of
sale and sold the properties to the 1st respondent. The court further held that the
appellants never had any legal interests in the properties having failed to redeem
the mortgage after it fell due. The appellants were dissatisfied with the decision
of the trial court and consequently filed a notice of appeal at the Court of Appeal,
Lagos Division. One of the issues distilled for determination was whether the
learned trial judge was correct to have dismissed the entire claims of the appellants
on the two properties based on finding which only affected one of the properties
of No. 10 Abebe Village Road, which was sold as property subject to mortgage,
as against the other property at 2-4 Abebe Village Road sold directly by the 1st
appellant to the 1st appellant, in which the 6th respondent was then a director of
the 1st appellant who had some interest but failed to make any disclosure of his
interest to the general meeting of the company and without obtaining prior
authorization from the general meeting for the transaction.