Facts:

By a share sale/purchase Agreement dated 17th November 2000, the Federal Government of Nigeria, under the privatization and commercialization programme, through the Bureau of Public Enterprises, divested 64,800,000 ordinary shares representing 30% of its total 40% shareholding in African Petroleum PIc to Sadiq Petroleum (Nigeria) Limited. Upon purchasing the said 30% of the shares previously held by the Federal Government Sadiq Petroleum (Nigeria) Limited automatically acquired the right to manage African Petroleum PIc and also became its strategic/core investor. By another share purchase Agreement dated 28th November, 2005 Sadiq Petroleum (Nigeria) Limited sold and transferred its previously acquired 64,800,000 units of shares in African Petroleum PIc to the 1st Appellant. Consequent upon that deal, the 1st Appellant became the strategic/core investor in the 1st Respondent having acquired 30% shares in the 1st Respondent. Again, in 2008 the Appellants, particularly the 2nd Appellant, through Fidelity Finance Limited sought to acquire further interest in the 1st Respondent totaling 127,942.154 units of shares worth ₦10 billion in a public offer. It happened that the Managing Director of Fidelity Finance Limited, Mr. Osa Osunde, through which the 2nd Appellant applied for the new units of the 1st Respondent’s shares was at the time the chairman of the 2nd Appellant and also the vice chairman of the 1st Respondent. For unexplainable reasons, the 1st Respondent’s shares worth ₦10 billion was allotted to the 2nd Appellant together with the dividends due on same without payment of the due price.
The Securities and Exchange Commission (SEC) alleged that there were irregularities in the acquisition of the 127,942,154 units of shares by the Appellants. By way of sanction, Securities and Exchange Commission (SEC) confiscated the shares and subsequently transferred same to ZRL Nominees Limited (Registrar to Forte Oil PIc) through Asset Management Corporation of Nigeria (AMCON). Piqued by the sanction from Securities and Exchange Commission (SEC), the Appellants by their own admission commenced suit NO.FHC/L/CS/1534/2010: Afribank Nigeria PIc & 2 Ors. v. The Securities and Exchange Commission & Anor., and suit No. FHC/L/CS/160/13: Forte Oil Plc v. Mainstreet Bank Limited, to challenge the propriety of the intervention and decision by Securities and Exchange Commission SEC).

Subsequently, the 2nd and 3rd Respondents took control of the 1st Respondent and made important management decisions without inputs from the Appellants which did not go down well with the Appellants. The Appellants therefore commenced this action vide an originating summons seeking certain declarations. In their response, the Respondents raised a preliminary objection to the jurisdiction of the trial court on the ground that the Appellants lacked the locus standi to maintain the suit. The trial court countenanced the preliminary objection in part and held it sustained against the 2nd Appellant on the ground that it was not a party to the agreement between Sadiq Petroleum (Nigeria) Limited and the 1st Appellant wherein 30% of the shareholding in the 1st Respondent was transferred. The court also granted some of the reliefs in the originating summons but declined certain other reliefs on the ground that those reliefs were conditional upon the outcome of the litigation between the Appellants and Securities and Exchange Commission (SEC).

Aggrieved, the Appellants appealed to the Court which was resolved in favour of the Respondents and the appeal dismissed.

Further aggrieved, the Appellant appealed to the Supreme Court.