A Federal High Court in Lagos was today Friday asked to appoint an independent body to oversees the Estate of late Mr Olutayo Aderinokun, Managing Director of Guaranty Trust Bank Plc pending the determination of the suit instituted by eight-year-old Miss Oluwatise Aderinokun, the last child of the astute banker.
The plaintiff said in alternative, the court should grant an interlocutory injunction restraining GTB Registrar; Datamax Registrars Limited and Kanali Investments Limited, one of the vehicles through which late Aderinokun bought his shares in the bank from recognising the first son of the late banker, Mr. Babatunwa Aderinokun, as a beneficiary of the Estate.
This is as the eight years old applicant, alleged that his father’s shares in GTB were fraudulently manipulated when her late father was in coma in a London hospital, as her father was said to have participated in the bank’s Extra-ordinary General Meeting, where her father was alleged to have diluted his shares.
Miss Oluwatise, the last child of late Tayo Aderinokun, had dragged GTB Plc, alongside it’s Register, Datamax Registrar Limited, Kanali Investments Limited, Day Waterman Company Limited, Caribod Investment Limited, Mr. Babatunwa Aderinokun and Investment One Financial Services Limited, before the court over alleged manipulation of her late father, Tayo Aderinokun’s shares with GTB Plc.
At the resumed hearing of the matter today, Oluwastise’s lawyer, Mr. Osari Eghobamien (SAN) informed the court of his client application seeking an interlocutory injunction against the defendants.
The interlocutory injunction, according to Eghobamien (SAN) is seeking an order of the court that the second and third defendants (Datamax Registrar Limited, Kanali Investments Limited) should stops recognising the sixth defendant (Mr. Babatunwa Aderinokun,) as a Trustee in late Aderinokun’s Estate.
He also stated that the injunction is seeking an order of the court for the appointment of an independent body to manage the Estate of late Aderinokun pending the conclusion of the suit.
Eghobamien (SAN) while arguing the application stated that his client has legal right to institute the suit because the shares purchased in this name of third, fourth and fifth defendants’, adding that the principal trust was that the shares were paid for by late Tayo Aderinokun.
He stated further that the principle of law is that where funds were paid for in the name of parties, the beneficiaries become beneficial owners, adding that late Aderinokun throughout his life instructed GTB and Datamax to pay the money into the account of the third to fifth defendants.
He also alleged that both GTB and Datamax assisted in breach of trust.
He therefore urged the court to grant the injunctions sought by his client.
However, lawyers to the defendants urged the court to refuse the application.
In urging the court to refuse the plaintiff’s application, Mr. Shofunde (SAN) lawyer to second and fifth defendants, stated that though third to fifth defendants were owned by late Aderinokun, but how Aderinokun owned them were not stated in the plaintiff’s affidavit.
Shofunde (SAN) also stated that Aderinokun’s Will does not established the prima facie owner of the Estate, rather it only stated how his properties are to be shared.
He therefore urged the court to refuse the application.
Lawyer to the sixth defendant, Mr. Olumide Aju, in urging the court not to grant the application stated that the Executors of late Aderinokun have met and distributed his shares in the three companies to the beneficiaries, adding that the plaintiff had been given the 25 per cent of the shares as stated in the Will.
Aju stated that granting the applicant’s application, such would have determined that the companies belong to late Aderinokun.
In responding to the defendant’s argument on point of law, plaintiff’s lawyer Eghobamien (SAN), said there was illegality, as the defendants diluted Aderinokun’s interest while the late GTB M D. was in coma in a London hospital.
He added that the sixth defendant, who is also a beneficiary of the Estate, is also a director in all the companies and as well as a Trustees to late Aderinokun’s Estate.
He therefore urged the court to discountenance the objection of the defendants and grant his client application.
After listening to all the parties, Justice Mohammed Idris, fixed May 3, for ruling on the interlocutory injunction.
In the ensuing legal battle, Oluwatise Aderinokun, who is suing GTB PLC and other respondents through her mother, Mrs. Salamotu Aderinokun, in a suit marked FHC/L/CS/1723/2015, is urging the court to declare that the recognition of three Limited liability companies Kanali Investments Limited, Day Waterman Company Limited and Cariboo Investment Limited (the proxies), as being entitled to the rights accruing to the shares issued by GTB PLC, held in the proxies’ names and in the name of her late father, Olutayo Aderinokun, is wrongful and breach of the implied contract between the defendants and her late father.
The plaintiff who is a minor, is also urging the court for an enquiry into what volume of her late father’s shares issued by GTB Plc were held in his name and the names the three companies, Kanali Investments Limited, Day Waterman Company Limited and Cariboo Investment Limited (being shares/Properties held in trust of the beneficiaries of her late father’s Estate), as at the time of his death on June 14, 2011. And an account of the exact dividends due to the joint Executors/Trustees of her late father’s Estate, being dividend accruals on the shares held in her late father’s names through the companies,
The plaintiff is also seeking a court declaration that the recognition of the proxies by the defendants, as being beneficially entitle to the rights of her late father’s shares (issued by GTB), held in the names of the proxies, was done in dishonest assistance of the breach of trust of her late father’s Will by the said proxy companies.
She also want the court to make an Order of Specific Performance of the implied contract between her late father, Olutayo Aderinokun, and GTB PLC and Datamax Registrar Limited, whereby the said defendants are to accord Late Olutayo Aderinokun all the rights and, or beneficial interest in the shares purchased by her late father and issued by GTB PLC in the name of his corporate vehicles used as the proxies.
An order of perpetual injunction restraining GTB PLC and other Defendants in the suit from acknowledging/recognising the proxies as being the beneficial owners of the rights accruing to the shares held in their names in GTB PLC and paying any sum declared as dividends accruing to her late father’s shares held in his name and the names of the said proxy companies on the instructions of the Directors on record.
The plaintiff, in her statement of claim filed before the court by her lawyer, Osaro Eghobamien SAN of Perchstone and Graeys, averred that upon the death of her father, he gave legacies and bequests to his two wives and four children and her late father also appointed GTB Asset Management Limited (now Investment One Financial Services Limited), and Mr. Babatunwa Aderinokun as joint Executors and Trustees, both whom were granted Probate on February 16, 2012.
She also averred that during the lifetime of her father, he had a peculiar manner of acquiring his assets, using the Proxies, among other corporate structures, rather than holding these assets directly in his own name and that payments that were made for asset acquisition or funds received in respect of the Proxy companies, were either paid from or into his personal accounts.
None of the Proxies set companies set up by her late father for the acquisition of his personal assets, were ever run or managed as separate entities during his lifetime, rather all the assets held in the name of the Proxies companies were purchased directly using her late father’s funds, none of the said proxies ever operated independent bank accounts.
The plaintiff stated further that other shareholders/directors of the Proxy companies were her late father’s appointees for the purpose of compliance with the legal entities of Corporate personality principles. Adding that not only were the shareholders/Directors of the Proxy companies so aware, but the defendants were also aware and had accepted to treat the Proxy companies as being merely corporate vehicles for the acquisition of her late father’s assets.
In alleging overriding obligations and negligent disregard for her late father’s Will, the plaintiff stated that the Proxies after her late father’s death suddenly sought to act as independent entities and issued instructions contrary to the subsisting instructions of her late father and in total disregard for the authority of his personal representative/co-trustees.
She particularly stated that both GTB and Datamax Registrar Limited, received these contrary instructions from the Proxies and acted upon same, added that following various Annual General Meetings (AGMs) held between June 14, 2011 and March 31, 2015, GTB and Datamax Registrar Limited, have paid out the sum of over N1 billion as dividends in the names of the Proxy companies to unauthorized persons masquerading as the beneficial owners of her late father’s shares in GTB Plc.
She stated further that despite acting contrary to her late father’s instructions, she caused a correspondence dated February 13, 2015, to be written to GTB PLC and other Defendants, informing them of the pendency of a court action in suit number LD/953/2012, between Kanali Investments and others Vs GTB Asset Management Limited and others, with a demand to ‘forthwith refrain from paying any dividends out of the shares of the Testator with GTB Plc, both in her father’s name and in the names of his Proxy companies pending the determination of the court action and to prepare to render account to a court appointed Receiver/Administrator of all dividends declared and paid since the grant of probate on February 16, 2016, in favour of Testator in his personal capacity and in favour of the Proxy companies in whose names, the Testator held his GTB Plc shares.
She further stated that in the light of the foregoing, she wrote a final letter dated October 9, 2015, to GTB PLC and it’s asset management company, Datamax, demanding reversal of the payment of dividends to the Proxies, failing which she would be left with no option but institute a court action, rather than refraining from paying dividend to wrong person both GTB PLC and Datamax Registrar Limited have willfully neglected and refused to reverse the payment of dividends to the Proxies as demanded by her.
She stated that upon the failure of GTB PLC and other Defendants refusal to comply with the reversal of dividends on her late father’s Estate, she seeks the above stated claims.
In response to the suit, the sixth defendant, Babatunwa Aderinokun, while urging the court to dismiss the plaintiff’s suit with substantial cost, denied all the averment deposed to by the plaintiff.
Babatunwa stated that the plaintiff’s mother, Salamotu, who instituted the suit on behalf of the plaintiff never married to late Olutayo Aderinokun, as the deceased only legal wife is one Mrs. Olufunlola Kafayat Aderinokun and that the marriage was contracted on January 7, 1983, in New York, United State of America.
Babatunwa also stated that the plaintiff claim that her late father held GTB PLC’s shares through three companies namely: Kanali Investment Limited, Day Waterman Company Limited and Cariboo Investment Limited, is erroneous and inaccurate, as the said three companies are validly constituted and registered under Nigerian law and that the deceased was only one of the shareholders and directors in these companies.
Babatunwa also stated that the letter of Administration issued to the Executors of the deceased is only in respect of Estates and shares personally owned by the deceased. There was no such a thing as probate issued in respect of the deceased assets held in the Proxy companies.
He stated further that the deceased could not have given his GTB Plc’s shares held in the name of the three companies to any beneficiaries as claimed by the plaintiff because the said companies owned GTB Plc’s shares not the deceased.
He also stated that the Will of the deceased never directed the Executors and Trustees of his Estates to take over or manage any company as erroneously claimed by the applicant. All the resolutions of the three companies were duly passed at meetings validly convened by the companies.
The respondent also stated that the mother of the plaintiff Ms. Salamotu Ofure Ja Usman, who is representing her daughter in the suit have been paid in full the legacy of $5m USD, bequeathed her in the Will, and that the Executors had also vested on her all shares owned by the deceased in an entity known as First Marina Trust Company Limited, adding that she received all her bequests before the wife, children and charity of the deceased were given what was bequeathed to them.