Justice

Akin Kuponiyi 

Two incorporated companies, Mutual Benefit Assurance and Mutual Exploration and Production Limited, have jointly filed a winding-up petition against an Oil marketing company, PRIME EXPLORATION AND PRODUCTION LIMITED, over the failure of the company to pay a debt of N10,062,715,955.

According to an affidavit verifying the petition for  winding up  sworn to by the Legal Manager of Mutual Benefits Assurance Inyene Docars Ntuk and filed before a Federal High Court in Lagos by a Lagos lawyer, Barrister Gboyega Oyewole SAN,

The Petitioners alleged that the company is indebted to them  in the sum of N10,062, 715, 955 (Ten Billion, Sixty Two Million, Seven Hundred and Fifteen Thousand, Nine Hundred and Fifty Five Naira) and $36,492,546 (Thirty Six Million, Four Hundred Ninety Two Thousand, Five Hundred and Forty Six Dollars) being: the outstanding indebtedness both Naira and Dollar with accrued interest thereto to the Petitioner as at 28th February, 2025

The debt arose from various loans and advances granted to the Respondent and under the Judgment debt which emanated from the terms of settlement between the Petitioners and the Respondent dated November, 2023 and consent judgment entered on the 13th day of November, 2023 in Suit No: LD/2864GCM/202]| between Mutual Benefits Assurance Plc & Anor v. Prime Exploration and Production Limited & Anor before the High Court of  Lagos State.

Under various loan and advances granted to PRIME PETROLEUM EXPLORATION AND PRODUCTION LIMITED by MUTUAL BENEFITS ASSURANCE Petitioners which remain unpaid, The petitioner instituted Suit LD/4864/GCM/2021 between  Mutual Benefits Assurance PLC & others V Prime Exploration and Production Limited & 1 other at the High Court of Lagos State, Lagos Judicial Division, Ikeja Lagos sometimes in 2021.

Upon the institution of the suit and service of the process on the Respondent, and several approaches made by the Respondent to have the matter settle amicably, the parties agreed to settle the suit and consequently agreed on terms and therefore filed a Terms of Settlement on the 1Oth November, 2023.

The said Terms of Settlement were entered as a Consent Judgment by the court.

By the said Consent judgment, one of the terms of the judgment in the suit amongst other was that the Prime Exploration and Production Limited (the Respondent) is indebted to Mutual Benefits Assurance Plc (the Petitioner) and its associated companies to the tune of N5,726,354,744.00 and $27,726,435.00 with the naira indebtedness carrying interest at the rate of 15% per annum from 1st January 2022.

However, in defiance of the consent judgment of the Court, the indebtedness of the Respondent to the Petitioners remains unpaid and has now resulted in a judgment debt.

The Respondent has now defaulted in implementing several of its obligations contained in the judgment of the Court.

The said obligation under the judgment has remained unliquidated to the Petitioners and has further accrued interest, which now stands to the tune of. N10,062,715,955 (Ten Billion, Sixty Two Million, Seven Hundred and Fifteen Thousand, Nine Hundred and Fifty Five Naira) and $36,492,546 (Thirty Six Million, Four Hundred and Ninety Two Thousand, Five Hundred and Forty Six Dollars) as at 28th of February, 2025.

Consequent upon this, the Petitioners have made demands for the settlement of the outstanding obligation by liquidating the said sum through their Solicitor. However, the Respondent has failed to abide by the demands of the Petitioners, which suggests the unwillingness of the Respondent to settle the outstanding obligation as demanded.

Despite the demand letter referred to above, the Respondent has failed, refused and/or neglected to pay its outstanding indebtedness to the Petitioners.

It’s not in dispute that the Respondent is indebted to the Petitioners under the subsisting judgment of the  Court; that same is due for payment and the Petitioners has made demand for it and the Respondent is unable to pay the debt, for more than a month up till the moment of filing of this petition.

It is the deliberate refusal of the Respondents to settle the judgment debt that informed the institution of this Winding-Up Petition.

The Petitioners are ready and willing to give an undertaking in damages.

Consequently,  it will be in the interest of justice that the orders sought in this application be granted.

Your Petitioners, therefore, humbly pray as follows:

That the company be wound up by the Court under the provisions of Sections 571(d), 572(a & b) and 573(1) (b) of the Companies and Allied Matters Act 2020, for its inability to pay its debt.

Or that such other order may be made in the premises as the Court may consider just in the circumstances

However, in the counter affidavit opposing the winding up petition sworn to by a Litigation Executive in the law firm of Oditha, Ikechukwu Oleru, the deponent avers that:

The winding-up petition is intended to harass the petitioner in breach of the consent judgment. The petition debt is neither due nor payable.

The payment of the petition debts is contingent upon the outcome of three events none of which has happened: (1) ascertainment of the amounts owed by the petitioners to PEPL In respect of unpaid cash calls from 26 June 2008 to date; (ii) set off of the amount ascertained against the petition debts; and (iii) if there is a net.

The winding petition is intended to harass the petitioner in breach of the consent judgment.

The petition debt is neither due nor payable.

From the consent judgment, it is clear that: (I) the petitioners’ cash call obligations to PEPL from 26 June 2008 to date shall be ascertained by the accounting firm of Akintola Williams Deloitte or any other accounting firm agreed by the parties.

Given the above, the petitioners are at best contingent or future creditors and may not be creditors at all after the accounting and set-off exercise required by the consent judgment has been carried out.

The verifying affidavit does not comply with Rule 18 of the Companies’ Winding Up Rules 2001.

Consequently, the respondents are urging the court in the interest of Justice to dismiss/strike out the winding up petition