Facts:

The plaintiff and the 2nd defendant had reached a verbal agreement that the 2nd defendant’s shareholding in Iddo Plastics Limited and International Plastics (Nigeria) Limited would not exceed 50%. This agreement was however neither put into writing and executed by the parties nor passed as a resolution of both companies or their Boards of Directors.

The plaintiff and 2nd defendant, as directors of both companies recommended that the companies be recapitalised by rights issue. The 2nd defendant received notice of the rights issue from the companies’ secretary. The plaintiff subsequently instituted an action by way of originating summons seeking amongst others an order of perpetual injunction restraining the 1st defendant (the current secretary of the two companies) from transferring in any way, the unsubscribed shares in the two companies from the Rights Issue 1 and Rights Issue 2 having regard to the understanding and agreement between the plaintiff and the 2nd defendant which was confirmed by a letter dated 5th February 1997 written by the 2nd defendant to Messrs Nigerian Management Consultants Ltd, whom were the secretaries to the two Companies at that time.