Facts:

The appellant Company was founded by one late Nze Uche Okafor, who had seven wives, and fifty-five Children. Before his death in January 2007, the late Uche Okafor, had by a letter dated 27/1/2004, tendered his resignation as the Chairman/Managing Director/Chief Executive of the Company, to the Board of Directors, and appointed his son, “Edozie Uche Okafor”, as his nominee for the said positions.

Sometime in February 2005, some of the directors and shareholders indicated their desire to disinvest from the Company, and at an Extraordinary General Meeting of the Company held on 9/2/2005, a 10-man Asset Valuation Committee was set up to inter alia value its assets/shares. The Committee worked with some professional companies and came up with a unit price of N1.50 Naira per share that was rejected, and after negotiations N2.65 Naira per share was agreed.

At the Annual General Meeting (AGM) of the Company held at Aba on 9/3/2007, the “special business” on the AGM’s Agenda was: “To receive and adopt N2.65k as the value of each share of U.O.O. Nigeria Plc. as agreed by the members of the Valuation Committee.” But, as the Chairman, Nze Edozie Okafor, was reading his Address, and mentioned the said unit price of N2.65k, there was commotion, and the Meeting became very rowdy. The said Nze Edozie Okafor left the venue of the meeting when the 1st respondent moved a motion for his removal as Chairman of the Company. He was later informed that the directors and shareholders, who stayed behind, voted to remove him as the Chairman and that the 1st respondent, who moved the said Motion, was appointed the new Chairman.

Aggrieved, Nze Edozie Okafor filed a suit against the respondents at the Federal High Court in the name of the appellant with the backing of the board of directors. The respondents filed their statement of defence and counter-claim as well. The trial court in its judgment dismissed the appellant’s claim and granted the reliefs sought in the counter-claim.

Dissatisfied by the decision of the trial court, the appellant appealed to the Court of Appeal. The lower court in its final decision held that the appeal lacked merit. It dismissed it and affirmed the decision of the trial court.

Further dissatisfied, the appellant appealed to the Supreme Court.