Background
The appellants, shareholders and directors of Intercontinental Bank Plc (the 1st respondent), challenged a series of acts by the Central Bank of Nigeria (CBN, 16th respondent) and its nominees (2nd–14th respondents) in 2009–2011. They alleged that CBN’s intervention—removing them as directors without hearing, injecting ₦100 billion, replacing them, and facilitating a takeover by Access Bank Plc—was oppressive, abusive of power, and done in bad faith to enable a hostile takeover.
The appellants filed suit in the Federal High Court, Lagos in May 2011, seeking:
• Declarations on the invalidity of the removal letters;
• Accounts of CBN’s and the directors’ dealings;
• Injunctions to restrain asset disposals;
• Orders setting aside CBN-driven decisions;
• An urgent general meeting for shareholders’ control;
• Costs against CBN and its nominees.
Procedural History
CBN and the nominal respondents filed preliminary objections, alleging lack of jurisdiction under section 53 of BOFIA and abuse of process. The High Court dismissed the suit as abuse of process and for CBN’s statutory immunity. The Court of Appeal upheld the immunity objection, striking out the suit. The appellants appealed to the Supreme Court.
Key Issues
- Whether section 53(1)–(2) of BOFIA immunizes CBN from suit, given appellants’ allegations of bad faith?
- Whether the suit was statute-barred under the Public Officers Protection Act?
- Whether the case was rendered moot by the dissolution of Intercontinental Bank Plc?
- Competence of cross-appeals raising abuse-of-process grounds.
Ratio Decidendi
- Section 53 BOFIA grants CBN immunity only for acts done in good faith. Allegations of bad faith, unfair, oppressive conduct and abuse of power—adequately pleaded by appellants—lift CBN’s immunity. The High Court thus had jurisdiction to hear the suit (majority).
- Allegations of bad faith must be pleaded; CBN’s preliminary objection misdirected itself by requiring prima facie proof at that stage. The suit proceeds to trial to test the pleaded allegations (majority).
- Statute-bar defence under Public Officers Protection Act is special and must be specifically pleaded; CBN failed to plead it, so the defence is unavailable (majority).
- Intercontinental Bank Plc was dissolved in 2012. A dissolved company ceases to exist and may only be revived within two years. The appeals became moot regarding reliefs to restore directors or control and must be dismissed (lead judgment).
- Cross-appeals challenging the dismissal as abuse of process were grounds of mixed law and fact; leave to cross-appeal was required but not obtained, rendering them incompetent (lead judgment).
Court Findings
The Supreme Court (Abiru and Okoro JSC majority) held that appellants pled sufficient overt acts of bad faith by CBN to remove statutory immunity under section 53 BOFIA. CBN’s immunity defence failed at threshold. The Public Officers Protection Act defence was not pleaded and so unavailable. On dissolution doctrine and mootness, the appeals were academic and dismissed; cross-appeals were struck out as incompetent. Jauro and Agim JSC dissented on BOFIA immunity, holding CBN’s preliminary objection should have been overruled and the suit remitted for trial on merits of bad faith allegations.
Conclusion
Appeal dismissed on grounds of mootness: reliefs sought can no longer be granted post-dissolution. Cross-appeals struck out. High Court and Court of Appeal immunity rulings set aside; however, no further relief as suit became academic.
Significance
This decision clarifies that under BOFIA, statutory immunity of CBN is lost where bad faith allegations are properly pleaded. It reinforces that special defences like statute bar must be specifically pleaded. The judgment underscores the doctrine of mootness: courts will not decide academic disputes once the subject matter ceases to exist.