ABUBAKAR V. PROVIDUS BANK LTD. (2026)

Background

This appeal arose from proceedings concerning a proposed merger between Providus Bank Limited and Unity Bank Plc, undertaken within the Central Bank of Nigeria’s banking-sector recapitalisation framework. The Federal High Court, Lagos, first authorised separate meetings of the companies’ directors and shareholders to consider the proposed scheme. The scheme was subsequently approved by the requisite majority of shareholders, after which Providus Bank and Unity Bank returned to the trial court seeking final judicial sanction.

Suleiman Abubakar and Mohammed Goni Modu, who claimed to be shareholders and interested stakeholders in Unity Bank, objected to the sanction proceedings. They alleged that the scheme presented to shareholders differed materially from the scheme earlier placed before the court and alleged fraud, forgery, perjury and non-compliance with an order requiring regulatory approval. They filed an application seeking leave to participate as interested parties, discontinuance or dissolution of the merger and other consequential reliefs.

The Federal High Court directed that the appellants’ application and the banks’ originating summons be heard on the same day, with the appellants’ application to be taken first. Dissatisfied, the appellants appealed to the Court of Appeal. That court upheld the respondents’ preliminary objection, holding that the appeal involved the exercise of judicial discretion and grounds of mixed law and fact for which leave was required. It also held that the notice of appeal had been filed out of time, ordered accelerated hearing of the substantive proceedings and awarded ₦5,000,000 costs in favour of each relevant respondent.

The appellants appealed to the Supreme Court. The respondents again challenged the competence of the appeal, while Unity Bank applied for the Supreme Court to invoke section 22 of the Supreme Court Act and directly sanction the merger.

Issues

1. Whether the appellants’ complaints concerning fraud, forgery, jurisdiction and non-compliance with court orders constituted questions of law alone or grounds of mixed law and fact requiring leave.
2. Whether the notice of appeal to the Court of Appeal was filed within the statutory fourteen-day period.
3. Whether the order for accelerated hearing breached the appellants’ constitutional right to fair hearing or was improperly made suo motu.
4. Whether the costs awarded by the Court of Appeal ought to be set aside.
5. Whether the Supreme Court should invoke section 22 of the Supreme Court Act to determine and sanction the merger.

Ratio Decidendi

The Supreme Court, by a majority of four Justices to one, dismissed the preliminary objection, although it unanimously dismissed the appeal. The Court held that the true character of a ground of appeal is determined by reading the ground together with its particulars, not by the label attached by counsel. The use of expressions such as “jurisdiction,” “fraud,” “forgery” and “nullity” does not automatically convert a factual or discretionary complaint into a question of law alone. Because the appellants’ complaints required investigation of documents, contested events, alleged alterations and the manner in which the trial court managed pending applications, they substantially involved mixed law and fact and would ordinarily require leave.

The Court nevertheless held that the notice of appeal could not be terminated wholesale merely because some grounds were arguably incompetent. At least one competent ground is sufficient to sustain an appeal, and defective grounds may be struck out separately. The Court also held that the notice of appeal to the Court of Appeal was filed in time. Under section 15(2)(a) of the Interpretation Act, the day on which the relevant event occurs is excluded from computation. Since the ruling was delivered on 19 November 2025, computation began on 20 November 2025, making 3 December 2025 the fourteenth day under section 24(2)(a) of the Court of Appeal Act.

The Court further explained that the order for accelerated hearing was a case-management and consequential order within the court’s inherent powers. It did not determine the parties’ substantive rights, and the appellants failed to demonstrate actual prejudice or a miscarriage of justice. Fair hearing requires a reasonable opportunity to present one’s case; dissatisfaction with procedural sequencing is not, by itself, a constitutional breach.

Court Findings

The Court held that the Supreme Court’s powers under section 22 of the Supreme Court Act are broad and remedial. They may be exercised where the record contains all materials necessary for final determination, the issue is substantial, remittal would cause unnecessary delay or multiplicity of proceedings, and the interest of justice favours final resolution. Those conditions were satisfied because the record contained the scheme document, shareholder resolutions, affidavits, corporate documents and regulatory approvals.

The Court considered the appellants’ repeated interlocutory applications, their failure to move the substantive application for joinder and their pursuit of stay applications as evidence of procedural obstruction. An application deliberately not moved when called is deemed abandoned. The Court emphasised that judicial process is not a weapon for commercial paralysis, particularly in the banking sector where uncertainty may affect depositor confidence and financial stability.

Applying sections 711 to 715 of the Companies and Allied Matters Act 2020, the Court found substantial statutory and regulatory compliance. It held that a merger court does not decide whether it would have devised a better commercial arrangement; it considers whether the scheme is fair, lawful, reasonable and one that an intelligent and honest shareholder might approve. The scheme adequately addressed shareholders, employees, depositors, creditors, regulators, assets, liabilities, pending proceedings and consideration options. Dissentient shareholders’ statutory remedies under section 711(3) remained preserved.

The Court declined to interfere with the Court of Appeal’s costs order, holding that costs are discretionary and ordinarily follow the event. Appellate interference is justified only where discretion was exercised on wrong principles, arbitrarily or perversely. The Court also stressed that parties with identical interests must file a joint brief under Order 16 rule 7(1) of the Supreme Court Rules 2024. The respondents’ repetitive separate briefs were unnecessary, and the Court relied principally on the first respondent’s brief.

Conclusion

The appeal was dismissed. The decision of the Court of Appeal was affirmed in part. Exercising its section 22 jurisdiction, the Supreme Court directly sanctioned the merger between Providus Bank Limited and Unity Bank Plc. It ordered the vesting of Unity Bank’s assets, liabilities, undertakings and proceedings in Providus Bank; provided for cash or share consideration; authorised the increase of Providus Bank’s share capital; directed the dissolution of Unity Bank without winding up; approved the name Providus-Unity Bank Limited; and made related corporate and constitutional orders. The Supreme Court awarded ₦10,000,000 costs to each respondent against the appellants.

Significance

The decision is significant for Nigerian corporate and appellate practice. It confirms that allegations of fraud and jurisdiction cannot be used rhetorically to avoid the requirement for leave where the complaint depends on factual investigation. It also clarifies computation of appellate time, limits fair-hearing complaints based solely on case-management decisions, reinforces compliance with Supreme Court briefing rules and demonstrates the apex court’s willingness to use section 22 to prevent interlocutory manoeuvres from delaying commercially urgent transactions. The judgment additionally affirms that judicial sanction of a merger does not extinguish the legitimate statutory remedies of dissentient shareholders.