Senator Ifeanyi Araraume
By Our Reporter
About ten months after he was removed as non-executive Chairman of the Board of the Nigerian National Petroleum Company Limited (NNPC Ltd), Senator Ifeanyi Godwin Araraume has approached a Federal High Court in Abuja with a suit seeking an order reinstating and restoring him forthwith with all the appurtenant rights and privileges of his office.
Araraume is also seeking a payment of N100b as damages to him for the wrongful removal, disruption and interruption of the term of his office as the non-executive chairman of the NNPC Limited.
In the suit, marked FHC/ABJ/CS/1621/2022, the President of the Federal Republic of Nigeria and the Nigerian National Petroleum Company Limited are listed as first and second defendants respectively.
An order for reinstatement and restoration is one of the issues for determination set out in the originating summons taken out by Araraume’s legal team comprising Chief Chris Uche (SAN), Ahmed Raji (SAN), Mahmud Magaji (SAN), Ogwu James Onoja (SAN), K.C. Nwufo (SAN), Gordy Uche (SAN), Uchenna Anyanwu Esq., Olakunle Lawal Esq., Francis Nsiegbunam Esq., and Mike Uche Esq as listed in the suit. The originating summons was dated September 12, 2022.
On Wednesday (November 9), Uche (SAN), leading Onoja (SAN), Nwufo (SAN) and five other lawyers, appeared before Justice Inyang Ekwo sitting in Federal High Court 5 in respect of the matter, addressing the court that the defendants in the suit had been served and that the endorsement of service was before the judge.
However, the judge adverted the attention of the plaintiff’s legal team to Order 9, Rule 14 (2b) of Rules of Court on the necessity to join the Corporate affairs Commission (CAC) as a defendant in the matter.
Justice Ekwo ordered that the Corporate Affairs Commission (CAC) be joined as a party since the case had to do with interpretation of the Company and Allied Matters Act (CAMA).
The plaintiff’s legal team agreed and Justice Ekwo made an order that the CAC be made a party in the suit so that the matter could be effectively determined. He gave the plaintiff’s legal team five days to amend its processes and file the same.
Consequent upon request by the plaintiff’s legal team for a date from December 14 to 16, 2022, which the counsel for the 1st defendant (President of the Federal republic of Nigeria), Alhassan Shuaibu, Principal State Counsel from the Federal of Ministry of Justice, did not object to, Justice Ekwo adjourned the suit to December 15, 2022 for mention.
Justice Ekwo said that on December 15, a date would be picked for full proceedings in the matter.
Meanwhile, in the suit by Araraume, four questions were formulated for determination by the court, to wit: “whether by a proper construction and interpretation by this Honourable Court of the provisions of the memorandum and Articles of Association of the 2nd defendant, the Companies and Allied matters Act, 2020 and the Petroleum Industry Act 2021, the office and position of the plaintiff as non-executive chairman of the 2nd defendant are not exclusively governed and regulated by the Companies and Allied matters Act, 2020, the Petroleum Industry Act, 2021 and the Memorandum and Articles of Association of the 2nd defendant;
“Whether by a proper construction and interpretation of the provisions of Section 63(3) of the Petroleum Industry Act, 2021, the 1st defendant can lawfully remove the plaintiff as the non-executive chairman of the 2nd defendant for any reason(s) outside the conditions specifically listed in the said Section 63(3) of the Petroleum Industry Act, 2021.
“Whether the plaintiff as the non-executive chairman of the 2nd defendant for a fixed term of 5 (five) years with effect from the 21st Day of September 2021, can be lawfully removed from office by the 1st defendant at will and without compliance with the strict provisions of Articles 21.3, 21.4, and 24 of the memorandum and Articles of Association of the 2nd defendant, Section 63(3) of the Petroleum Industry Act, 2021 and Section 288 of the Companies and Allied Matters Act, 2020.
“Whether the purported removal of the plaintiff as a non-executive chairman of the 2nd defendant vide the letter dated the 17th Day of January, 2022 without compliance with the strict provisions of Articles 21.3, 21.4 and 24 of the Memorandum and Articles of Association of the 2nd defendant, Section 63(3) of the Petroleum Industry Act, 2021 and Section 288 of the Companies and Allied Matters Act, 2020 is not wrongful, illegal, null and void and of no legal consequence whatsoever.”
Araraume, in his statement of reliefs sought, averred that if the questions stated supra were determined in his favour, he would seek nine reliefs jointly and severally against the defendants, namely: “a declaration of this Honourable Court that the office and position of the plaintiff as non-executive chairman of the 2nd defendant are exclusively governed and regulated by the Companies and Allied Matters Act, 2020, the Petroleum Industry Act, 2021 and the memorandum and Articles of Association of the 2nd defendant;
“A declaration of this Honourable Court that by the provisions of Section 63(3) of the Petroleum Industry Act, 2021, the 1st defendant cannot lawfully remove the plaintiff as the non-executive chairman of the 2nd defendant for any reason(s) whatsoever outside the conditions specifically listed in the said Section 63(3) of the Petroleum Industry Act, 2021;
“A declaration of this Honourable Court that by the combined provisions of Articles 21.3, 21.4 and 24 of the Articles of Association of the 2nd defendant, Section 63(3) of the Petroleum Industry Act, 2021 and Section 288 of the Companies and Allied Matters Act, 2020, the plaintiff cannot be removed from office as the non-executive chairman of the 2nd defendant at will by the 1st defendant, without compliance with due process of the law;
“A declaration of this Honourable Court that the removal of the plaintiff from office as the non-executive chairman of the 2nd defendant by virtue of the 1st defendant’s letter dated the 17th Day of January, 2022 with reference no: SGF.3/VII/86 without complying with the strict provisions of Articles 21.3 and 21.4 of the Articles of Association of the 2nd defendant, Section 63(3) of the Petroleum Industry Act, 2021 and Section 288 of the Companies and Allied Matters Act, 2020, is wrongful, illegal, null, void and of no legal consequence whatsoever;
“An order of this Honourable Court setting aside the removal of the plaintiff as the non-executive chairman of the 2nd defendant vide the 1st defendant’s letter dated the 17th Day of January, 2022 with reference no: SGF.3/VIII/86;
“An order of this Honourable Court reinstating the plaintiff forthwith and restoring him to his office with all the appurtenant rights and privileges of his office as the non-executive chairman of the 2nd defendant;
“An order of this Honourable Court nullifying and setting aside all decisions and resolutions of the Board of the 2nd defendant made in the absence of the plaintiff, from the 17th Day of January, 2022 till date;
“An order of this Honourable Court restraining the defendants from removing the name of the plaintiff as a director of the 2nd defendant as contained in the Memorandum and Articles of Association, the status report and any other such documents of the 2nd defendant kept in the records of the Corporate Affairs Commission; and,
“The sum of N100,000,000,000 (One Hundred Billion Naira) being damages for the wrongful removal, disruption and interruption of the term of office of the plaintiff as the non-executive chairman of the 2nd defendant.”
Araraume’s legal team has put up its written address in support of the originating summons (and the exhibits attached thereto) filed by him, and which is supported by a 75-paragraph affidavit deposed to by the plaintiff himself, and on which paragraphs the team relies.
Annexed to the affidavit are relevant supporting documents marked as Exhibits “A” to “Z” respectively to prove that he had not committed any offence(s) to warrant his arbitrary removal.
Specifically, Araraume, in the affidavit, averred that the 1st defendant approved his appointment as non-executive chairman on October 20, 2021 and that the said appointment as non-executive chairman of the 2nd defendant was for an initial term off five years in accordance with the provisions of Section 59(2)(a) of the Petroleum Industry Act, 2021.
He also averred that his five-year tenure of office commenced from September 21, 2021, adding that by the copy of his appointment letter with reference no: SGF. 3/VII/43, dated October 20, 2021 entitled: “Appointment as non-executive chairman, Nigerian National Petroleum Company Limited and signed by the Secretary to the Government of the Federation, he became the pioneer chairman of the Board of the newly-incorporated 2nd defendant.
He said that consequently, his name was registered in the memorandum and Articles of Association of the 2nd defendant with the Corporate Affairs Commission, Abuja, as a director of the 2nd defendant in accordance with the Companies and Allied matters Act, 2020.
Araraume further averred that the news of his appointment as pioneer chairman of the board of the newly incorporated 2nd defendant was publicly announced to the whole world in the television, print and online media and that he immediately assumed duty as the non-executive chairman of the 2nd defendant on November 12, 2021.
He said that as part of his duties, he attended the pre-inauguration retreat organized by the 2nd defendant to formally acquaint the Board of the newly-incorporated 2nd defendant with the affairs of the company and “our roles as directors” and that on December 4, 2021, as the non-executive chairman of the 2nd defendant and on the company of other directors and management staff members of the 2nd defendant, he travelled to the 23rd World Petroleum Congress at Houston, Texas in the United States of America.
In addition, he averred as follows:
● That the formal inauguration of the Board of the Directors of the 2nd defendant was scheduled and announced to hold on 24th November, 2021 but was suspended indefinitely via a television broadcast, without any reasons, by the 1st defendant on the eve of the 23rd day of November 2021;
● That the scheduled inauguration was merely a ceremonial event as it was not a requirement of any law and did not ipso facto affect the status of and the appointment of directors of the 2nd defendant or my appointment as chairman of the 2nd defendant;
● That surprisingly, on the 7th day of January, 2022, the board of the 2nd defendant was formally inaugurated by the 1st defendant without recourse to and without any communication to me as the non-executive chairman of the 2nd defendant, while another person was named by the 1st defendant as the non-executive chairman of the board of the 2nd defendant;
● That 10 (ten) days later, by a letter with reference no. SGF. 3/VIII/86, dated the 17th day of January, 2022, addressed to me and signed by the Secretary to the Government of the Federation and titled: “Notification of withdrawal of appointment as non-executive chairman, Nigeria National Petroleum Company Limited,” the 1st defendant purportedly “in the exercise of his statutory powers” approved the withdrawal of my initial appointment as the non-executive chairman of the 2nd defendant…;
● That no reasons whatsoever were adduced by the 1st defendant in the said letter of 17th day of January, 2022, warranting my purported removal or withdrawal of my appointment as the non-executive chairman of the 2nd defendant;
● That I was informed by my lead senior counsel, Chief Chris Uche, SAN, FCArb, during a meeting on this matter at his chambers at Angels Court, No 34, Kumari Crescent, Wuse 2, Abuja, on the 5th day of September, 2022 about 11.00 am and I verily believe him as follows:
(i) That the 1st defendant does not have the statutory power to remove me at will from my office as the non-executive chairman of the 2nd defendant.
(ii) That my removal or the withdrawal of my appointment must be in compliance with the provisions of the Petroleum Industry Act, 2021, the provisions of the Articles of Association of the 2nd defendant and the provisions of Section 288 of the Companies and Allied matters Act, 2020.
● That I am not guilty of any of the pre-conditions for the removal of a non-executive chairman/director of the 2nd defendant as prescribed in the Petroleum Industry Act, 2021 and/or the Articles of Association of the 2nd defendant or the Companies and Allied Matters Act, 2020;
● That I know as a fact that I am alive, and I never resigned my office as a non-execuive chairman/director of the 2nd defendant in writing or by any means whatsoever to the 1st and 2nd defendants;
● That I have never been adjudged or declared bankrupt or insolvent nor have I at any time whatsoever made any such arrangement or assignment, with my creditors which has not been rescinded or set aside;
● That no medical practitioner has given any medical opinion to any of the defendants that I am medically or physically incapable of discharging the functions of my office as a result of any infirmity of body or mind as the non-executive chairman of the 2nd defendant;
● That I have never demonstrated an inability to perform or to continue to perform the functions of my office as the non-executive chairman of the 2nd defendant;
● That there was no resolution of the 2nd defendant to the effect that I be removed as the non-executive chairman of the 2nd defendant;
● That no such notice of any proposed resolution containing any alleged misconduct was served on me by the 2nd defendant;
● That I was not afforded any opportunity whatsoever to make any representations either to the 1st defendant or to the 2nd defendant; and,
● That I have not been found guilty of any serious misconduct, corrupt practices or criminal offence of any nature whatsoever by any Tribunal or Court of Law of competent jurisdiction in Nigeria or anywhere in the world, as my records hereunder would show, among other depositions.
