By Akin Kuponiyi
The crisis rocking the management of Radio Communication Nigeria Limited (RCN),one of the companies owned by the acclaimed winner of June 12,1993 election, M.K.O Abiola has, snowballed into legal hostilities. Two administrators and personal representatives to the estate of the deceased business mogul, Boma Alabi, Timothy Hugh Daniel, alongside two children of M. k. O. Abiola, Olamilekan Abiola, Aliu Abiola and Radio Communication Nigeria Limited Company have dragged three other children, Kolalwole Olatokunbo Abiola, Agboola Si-nurudeen Abiola, Adedeji Shamusedeen Abiola and Corporate Affairs Commission before a Federal high court sitting in Lagos south west Nigeria.
Olamilekan Abiola and Aliu Abiola are suing alongside other plaintiffs for themselves and on behalf of other children and beneficiaries to the Estate of late Chief Moshood Kashimawo Olawale Abiola, while Agboola Si-Nurudeen Abiola, Adedeji Shamusedeen Abiola are sued jointly and as individually as purported Directors of Radio Communications Nigeria Limited.
In an affidavit sworn to by a legal practitioner, Boma Alabi and filed before the court by a Lagos lawyer, Barrister Ifedayo Adedipe SAN, Boma averred: “Pursuant to the High court of Chancery order of 7 July 2010, herself and the second Plaintiff, Timothy Hugh Daniel were appointed professional administrators and personal representatives to the estate of Chief M.K.O Abiola. Abiola was the founder and largest Shareholder of Radio Communication Nigeria Limited,in his lifetime.
RADIO COMMUNIATIONS NIGERIA LIMITED (RC.10354) was duly registered as a company under Part A of the Companies and Allied Matters Act 2004 in 1972 with Registered Office address at No. 38, Concord Way Muritala Muhammed Way,International Airport, Ikeja, Lagos State.
The company was incorporated with two Directors; Chief Moshood Kashimawo Olawale Abiola (deceased) and his wife, Late Simbiat Abiola with 99% of the shares allocated to himself and 1% to his said late wife.
The Share Capital value of the Company at incorporation was Five Million shares (5,000,000). A total of 4,999,999 ordinary shares at N1 per unit was allotted to the late Chief M.K.O Abiola and 1 share was allotted to late Alhaja Simbiat Atinuke Abiola. Chief M.K.O Abiola and Alhaja Simbiat Atinuke Abiola continued to act as Directors of the company until their demise.
The first director, Chief M.K.O Abiola died on 7th July 1998 however the second director and subscriber predeceased the first director following her death earlier in time.
The company Radio Communications Limited thereafter became moribund following the demise of its two principal officers as subsequent directors have not been appointed by the authorized representatives of the company. The shareholding interest of a deceased director reverts to the estate administrators as long as it is not specifically assigned to a beneficiary as they have exclusive authority to deal with the shares on behalf of the beneficiaries. Following the demise of all the directors, the directorship of the company reverted to the estate of its personal representatives and Administrators.
By his last will and Testament of 25th day of October, 1989, he appointed National Westminister Bank Plc of England as his Executor and Trustee of his Will. The majority shares of RCN were not specifically assigned to any of the beneficiaries under the last will and testament of Chief M.K.O Abiola.
Late Chief M.K.O Abiola also by the said Will desired, and so appointed Rodney Timore Timpson of the Round House 34a, High Street. Petersfield Hampshire. GU32 3JL as his Solicitor. Late Chief M.K.O Abiola in the Will empowered the Trustees/ Executor to appoint such other administrators to the Estate to administer the estate “where properties or companies are outside the United Kingdom, upon such terms and generally in such manner as his trustees shall from time to time in their absolute discretion think fit and to delegate to any such Attorney Administrator all or any powers conferred upon his trustees by Law of his Will.”
The National Westminster Bank Plc of England in the exercise of its power under the Will of 25th day of October, 1989 appointed Administrators to the Estate of Late Chief M.K.O Abiola. On the 6th day of October, 2004 the Probate Registrar of the High Court of Justice, Winchester granted and issued probate letters to (1) Timothy Hugh Daniel of 43. Fetter Lane, London, EC4a IJU, (2) Adam Broke International Press Centre, 76 Shoe Lane, London, EC4A 3JB and: (3) Kolawole Olatokunbo Abiola of No.5. Farombi Ajike Street, Maryland, Lagos.
However, by the Order of the High Court of Justice, Chancery Division of the Master Moncaster, England dated 7th July 2010. F. Boma A. Alabi OON, (Formerly known as Boma Ozobia) was appointed as a personal Representative of the late Chief M.K.O Abiola Estate to take over the Estate Administration from Adam Broke who could no longer continue to act by reason of his retirement.
She then applied on behalf of the Administrators to the High Court of Lagos State in Suit No: ID/1046M12010 for re-sealing of the Probate grant to enable the administration of the deceased estate in Nigeria.
By Order of the High Court of Lagos, per Honourable Justice J.O.K Oyewole, a re- sealing of the grant of Probate was issued to her on the 26th May 2011.
The Order of the High Court of Lagos State empowered her, Boma Ayomide Alabi OON, to administer the Estate of Late Chief M.K.O Ahiola for and on behalf of all the administrators in Nigeria.
Radio Communications Nigeria Ltd. (RCN) is one of the many companies left behind by Chief M.K.O Abiola with 99% holding shares, whilst his deceased late wife, Aihaja Simbiat Atinuke Abiola had 1%.
The entire assets, companies and residue of the late Chief M. K. O. Abiola are currently being administered by the administrators.
The administrators are working in concert with the beneficiaries of the late Chief M.K.O Abiola to assess, secure, sell and administer the estate. Furtherance of ascertaining the affairs of the estate, a search was duly conducted at the Corporate Affairs Commission in respect of Radio Communication Limited which forms part of the estate.
The search which was conducted on 9th October 2017 revealed an unauthorized change in the register of directors and shareholding interest of the company.
The registry of the Corporate Affairs commission revealed the change of directorship which was made on 10th December 2003 after the demise of the initial subscribers and directors to Si-Nuremi Agboola Abiola and Shamusedeen Adedeji Abiola (the first and second Defendants in this suit .
The above change was not preceded by an order of the court as it was completely without the license or consent of the administrators of the deceased directors of the company.
There was no resolution by the initial subscribers validating any change of directorship with the Corporate affairs Commission.
The 1st and 2nd Defendants Agboola Si-Nurudeen Abiola and Adedeji Shamsedeen Abiola have proceeded to sell assets belonging to the company in their capacity as unauthorized directors of Radio Communication Limited.
Si-Nurudeen Agboola Abiola, Shamusedeen Abiola and Kolawole Olatokunbo Abiola recently sold the Landed Properties of the company lying and situate at Ayobo, Lagos state covered by Survey Plan No. RA 144 Dated 25th March 19977 and Registered as No. 24 at Page 24 n Volume 1620 of the Land Registry, Lagos in the approximation of 400 Acres of Land.
On the 26th November 2004, 1st and 2nd Defendants further intermedled with the affairs of the company when without authority appointed Mr. Abdul Lateef Kolawole Abiola, as the Chairman of the Company.
Resolution was alleged to have been passed by the Board of Directors signed by them to that effect.
In the meetings of the administrators held between 2011-2015 to recoup and administer on the assets of the Estate, particularly in a bid to revitalize the capital value of the Estate through the many companies of Chief MKO Abiola, Kolawole Olatokunbo Abiola represented to the other administrators that RCN remained inactive following the demise of the late Chief M.K.O Abiola.
The Administrators eventually discovered the purported directors represented had continued to dispose off the company’s assets between 2010 and 2018 without the knowledge or consent of the administrators of the deceased founder and owner of RCN
1st and 2nd Defendants also misrepresented the registered office of RCN from 38, Concord Way Muritala Muhammed Way, International Airport, Ikeja, Lagos State to an unauthorized private address, thereafter appointed an unknown Secretary to the company who has been using the platform to sell off the property of the company to innocent purchasers with connivance of his other two siblings and against the interest of the Administrators of the Estate of Chief MKO Abiola.
The unauthorized acts of the Respondents have impeded the administration of the estate hence it is necessary for the court to intervene by pronouncing on the entirety of unauthorized acts of the defendants in respect of the company.
Consequently Boma averred further that, by virtue of her position as administrator and personal representative of the deceased, the largest Shareholder/Director of the company, she is required to take reasonable steps towards protecting the company against any injustice, unauthorised acts or acts inimical to the management of the company.
The affairs of the Company have been conducted in an oppressive manner against the interest of the Company who currently acts through the personal representative of the deceased largest shareholder of the company.
Following, the entirety of unauthorized acts of the Respondents, this Court can protect the interest of the company by making the 1St and 2nd defendant personally liable and accountable to the company and the estate. The Respondents will not be prejudiced by the grant of this application as this application is brought to enable the administrators carry out its statutory obligations in respect of t he company.
Consequently, the plaintiffs are urging the court for the following reliefs
An order revoking the purported change of directorship and shareholding of Radio Communications Nigeria Limited.
An order declaring the acts carried out by all the defendants in respect of the company as unauthorised and therefore null and void and of no binding effect
An order declaring the 1st to 3rd defendants as jointly and personally liable and accountable to third parties for all the transactions emanating from all unauthorized acts of sales and disposal of company assets since the demise of the largest shareholder till date.
An order mandating the 1st-3rd defendants to render full account and refund the proceeds of sale of the assets of the company as same was unauthorized by the personal representative of the company.
However in a counter affidavit sworn to. by Agboola Si-Nurudeen Abiola, and filed before the court by the law firm of Olomola -Owa,He unequivocally deny the depositions of the plaintiffs as contained in the Affidavit in support of the Originating Summons as they consist of misrepresentation and concealment of facts.
However, he averred that contrary to the impression sought to be created by the Applicants in their affidavit himself Adedeji Shamsedeen Abiola and Kolawole Adetokunbo Abiola are all personal representatives of the Estate of late Chief MKO Abiola.
There is no lead Administrator amongst the three subsisting Administrators of the Estate of late Chief MKO Abiola as all the Administrators have equal powers.
The following persons were sometime in year 2004 originally appointed as Personal representatives to administer the Estate of the chief MKO Abiola to wit:
TIMOTHY HUGH DANIEL
- KOLAWOLE OLATOKUNBO ABIOLA
Upon the notification of the retirement of Adam Broke due to old age, Kolawole Abiola the third defendant in this suit wrote a letter of consent to the appointment of the F. Boma Alabi as a co-personal representative in place of the retiring Adam Broke.
It was pursuant to the consensus of the three (3) existing Administrators to appoint Boma Alabi to replace the said Adam Broke that the three of them namely ADAM BROKE, TIMOTHY HUGH DANIEL and MR. KOLAWOLE OLATOKUNBO ABIOLA applied to the Court to appoint the Boma Alabi herein as a co representative and administrator in place of Adam Broke.
Agboola averred further that he has been deeply involved in the management of the company with the knowledge, consent and approval of his late father and mother founding directors of the company in their lifetime who gave him free hand to manage and superintend the management of the company
His late father who was pre-occupied with the preparations for his 1993 presidential election handed over to him the decision making responsibilities with respect to the company and he was thereafter deeply satisfied with him handling of the affairs of the company when he was otherwise engaged in electioneering activities so much so that he overtly expressed his satisfaction in writing from Hong Kong,and he has continue
to direct the affairs of the company in his capacity as managing Director till date.
In opposition to the depositions contained in the Applicants’ affidavit, he unequivocally stated that upon the death of his late mother- Chief Mrs. Simbiat Abiola on 4th of November, 1992 himself Adedeji Abiola and Kolawole Abiola became more deeply involved in the running and management of the company
His late father in compliance with the Articles of Association of the company exercised his power as a surviving Director to appoint him, and Kolawole Abiola as additional Directors to fill the vacant position- created by the death of their mother late Chief Mrs. Simbiat Atinuke Abiola.
In vehement opposition to the depositions contained in the plaintiffs affidavit Agboola further stated that as a fact the company is a viable and going concern till date with employees and same has not at any time been moribund and or inactive for any reason whatsoever and howsoever.
That in further confirmation that the company was never and is not moribund, the two founding directors and shareholders of the company died 6 years apart and there was no time the company was without Directors.
His father in his life time was a distinguished Accountant who had vast knowledge of the operations of his Companies as distinct and separate legal entities and as such, did not include any of the numerous Companies in which he either co-founded or had shares in his will as part of his Personal assets knowing fully the legal nature of the Companies as separate legal entities.
That Representatives of the Estate of late Chief MKO Abiola namely Adam Broke, Timothy Hugh Daniel and Mr. Kolawole Abiola collectively consented and appointed the Boma Alabi to replace the retiring, aged Adam Broke as one of the Personal Representatives of the Estate MKO Abiola bringing the numbers of Personal Representatives to three. The appointment of Boma Alabi in 2010 did not confer any special status on her higher than that of the other two.
The resealing order was made upon the application of all the three (3) personal Representatives and accordingly, the order of the Court was made in favour of all the three Personal Representatives and not specifically for Boma alone.
Late Chief MKO Abiola instructed the Company secretary & legal adviser that is, O.A. Adegbokiki Esq. who originally filed the incorporation documents for the founding directors, to file the documents evidencing the appointment of Agboola Si-Nurudeen Abiola and Adedeji Shamusedeen Abiola as Directors of the Company. .
In compliance with the said instruction of late Chief MKO Abiola to the Secretary/Legal Adviser of the company he filed particulars of Directors in 2003.
The filing of the particulars was done only to formalize the appointment of the 1St and 2nd Respondents who have been directors of the company since 1992.
In specific opposition to the depositions of the Applicants contained in their affidavit the company was not at any point without directors hence, there was no need to obtain any order from the Court.
The formalization of the appointment of the Directors of the company was made in 2003 when the Personal Representatives appointed in 2004 & 2010 respectively were not in place.
Contrary to the deposition of the Applicants the 1st and 2nd defendants are validly appointed Directors of the company and are empowered to take decisions, as they have done in the best interest of the Company.
The two directors so appointed with the approval of the company have been carrying out series of intervention activities such as, warding off trespassers on Ayobo property since 1986 and the entire process leading to de-acquisition of the said property by the state Government and subsequent decisions taken with respect to the said property was done in the best interest of the Company as a last resort to forestall repeated crisis and fatality on the said property.
His late father appointed Kolawole Abiola the third defendant in this suit as acting Chairman to oversee the running of his Companies during his political campaign in the build up to his election and subsequent incarceration.
On the 24th November, 2004,Kolawole Abiola was appointed as the Chairman of the company by the 1st and 2nd defendants in their capacity as Directors of the Company as a confirmation and validation of an already existing structure put in place by late Chief MKO Abiola which he could not formalize as a result of his incarceration and his eventual death.
Contrary to the impression sought to be created by the Applicants he did not at any time whether between 2011 — 2015 or at any other time inform the other Administrators of the Estate of late Chief MKO Abiola or anybody that the company is inactive.
Olomola-Owa Esq. of Olomola-Owa & Co. was appointed as Solicitor to the company under the Chairmanship of late Chief MKO Abiola and the said firm has acted for the company and still does so till date.
The company being a private Company is empowered to appoint anybody as its secretary and is at liberty to operate from more than one address aside from its registered address.
Agboola contended that the Directors of the company have conducted its affairs in a business-like manner with due diligence and respect for the interest of the company since their appointment till date.
Boma has not in any way whatsoever and howsoever in her capacity as an Administrator of the Estate of late Chief MKO Abiola done anything to prevent the depreciation of the Estate even in the face of obvious dissipation of of same by Olamilekan Abiola and Aliu Abiola with her approval.
It is Kolawole Abiola who has been actively safeguarding the Estate to the best of his ability as an Administrator and a beneficiary of same, that during the incarceration of late Chief MKO Abiola and his eventual death it was Kolawole Abiola who paid all accumulated bills such as salaries and sundry expenses that piled up as a result of the unavailability of late Chief MKO Abiola.
Justice Ogala of Lagos state high court who was seized of the matter in Suit No: ID/155/1986 delivered her Ruling on the 3rd day of May, 2019 and the said ruling inter alia specifically mandated parties to approach the Federal High Court for a determination of who between a factional group of late Chief MKO Abiola family and the Directors of the Radio Communication Nigeria Limited has the authority of the company to represent it and upon such determination by the Federal high Court parties should return to the Lagos State High Court, Ikeja for a conclusion of the pending matter.
The Applicants in direct contravention of the said Ruling, filed this suit before the honourable Court.
This matter as presently constituted bothers on dispute as to the Administration of the Estate of late Chief MKO Abiola and therefore the Court lacks jurisdiction to hear same.
In the final analysis Agboola Si-Nurudeen Abiola averred that this suit has been brought in bad faith, with malicious intention to pool the wool over the eyes of the Honorable Court and same ought to be dismissed with substantial cost in favour of the First ,second and third respondents.
Meanwhile,the case has been adjourned till 12th of February, 2020 for hearing.