By Akin Kuponiyi
A Federal High Court sitting in Lagos has granted an order restraining a Director of Orchard Alliance Limited, Emmanuel Edare Onokpasa, from operating the company’s accounts in 28 financial institutions listed before the court.
The court also restrained the listed financial institutions from granting the defendants access to, or dealing with, any monies in the bank accounts maintained by Emmanuel Edare Onokpasa and Orchard Alliance Limited, to the tune of N6,665,000,000.00, pending the hearing and determination of the motion on notice.
Other defendants in the suit are First Monument Bank Plc and the Corporate Affairs Commission, as third and fourth defendants respectively.
The order of the court followed an affidavit in support of a motion on notice sworn to by a litigation officer, Peter Akinjo, from the law firm of Babalakin & Co., and filed and argued before the court by Barrister Oluseun Awonuga, SAN.
The deponent averred as follows:
That sometime in 2025, the plaintiff in the suit, Aderinola Olufunmilayo Onokpasa, became aware of Emmanuel Edare Onokpasa’s clandestine dealings with Orchard Alliance Limited’s property (the 2nd defendant) situated at Plot 13, Zone D, Federal Government Layout, Banana Island, Foreshore Estate, Ikoyi, Lagos, measuring 1,550 square meters, through her former solicitors who, upon her instruction, conducted a search at the Deeds Registry, Federal Lands Registry, Ministry of Lands, Housing and Urban Development, Ikoyi, Lagos, on 5th February 2025 in respect of the company’s property at Banana Island, Lagos.
The property was purchased by Orchard Alliance Limited from Alheri Development Integrated Limited via a Deed of Assignment dated 10th February 2021. The Deed of Assignment was executed on behalf of the company by two of its directors, including the applicant.
During the said search, it was discovered that the 1st defendant, Emmanuel Edare Onokpasa, had unilaterally prepared and deposited at the Federal Lands Registry, Ministry of Lands, Housing and Urban Development, Ikoyi, Lagos, a Memorandum of Loss registered as No. 24/24/256 dated 20 July 2024, in the name of the company, falsely stating that the original Deed of Assignment of the property had been misplaced.
In furtherance of this act, the 1st defendant also swore to an affidavit purporting to verify the alleged loss of the Deed of Assignment and Certificate of Occupancy.
These actions were undertaken in bad faith, as the applicant was in possession of the original title documents to the knowledge of the 1st defendant and had never been informed of any loss. Being a director and majority shareholder, the applicant was entitled to be notified of any such development and to participate in any resolution authorizing the filing of a Memorandum of Loss or affidavit. No such notice was given, and no valid board meeting was convened.
Following this discovery, the applicant became aware that Emmanuel Edare Onokpasa had put the company’s property on the market and was actively receiving offers from prospective buyers. These revelations came through informal channels and were not communicated to the applicant through any official company process.
The applicant immediately took proactive steps to protect the company’s interest by placing a caveat on the property and publishing a notice in a newspaper clearly stating that the property was not for sale.
It was only after the caveat was published that the applicant was contacted by one Prime Realty, the estate agent involved in the transaction, who, upon seeing the caveat, informed the applicant that the property had already been sold and that he had received his commission for effecting the sale. The estate agent further shared correspondence indicating the negotiation process that led to the sale of the property.
It was at this point that the applicant discovered that the 1st defendant had already completed the unauthorized sale of the property and received the proceeds personally, without accounting for same to the company, its directors, or shareholders. The property was sold at the rate of N4,300,000.00 (four million, three hundred thousand naira) per square meter, amounting to the total sum of N6,665,000,000.00 (six billion, six hundred and sixty-five million naira).
Upon a review of the Deed of Assignment purporting to effect the sale of the company’s property, the applicant discovered that the document bore her forged signature. The applicant had at no time executed or authorized the execution of the said Deed of Assignment, nor did she consent to the sale of the property on behalf of the company.
The 1st defendant has appropriated and is currently dissipating the proceeds of the purported sale of the property.
The damage occasioned by the 1st defendant’s actions cannot be adequately compensated by monetary damages alone, as the loss involves not only the deprivation of a high-value property but also the impairment of the company’s long-term business and financial standing. Unless restrained, the 1st defendant will continue to dissipate or conceal the proceeds of the unlawful sale beyond the reach of the company and the court, thereby rendering nugatory any judgment or orders that may eventually be made in her favour.
The applicant was never notified of any board meeting convened to discuss or approve the sale of the property. No agenda was circulated, no valid resolution was passed with her participation, and no quorum was validly formed in accordance with the law. Even if any board meeting was purportedly held, same was conducted in contravention of her statutory rights as a director of the company. Every director is entitled to receive written notice of board meetings at least 14 days prior thereto, and the failure to issue such notice renders any meeting and its resolutions invalid.
The applicant’s exclusion from the transaction, her non-execution of the Deed of Assignment, and the misappropriation of the proceeds of the purported sale by the 1st defendant constitute a flagrant breach of fiduciary duty, fraudulent misrepresentation, and oppressive conduct.
The 1st defendant breached his duties as a director to act in good faith, avoid conflicts of interest, preserve company assets, and account for all monies and property under his control. He solely operates the company’s bank accounts with FCMB (the 3rd defendant) without proper corporate authorization, thereby enabling him to withdraw and dissipate the company’s funds at will.
Unless the court grants this application, the 1st defendant, his agents, or privies are likely to continue interfering with the operations of the company, leading to further financial, reputational, and goodwill losses which cannot be adequately compensated by an award of damages if the substantive suit is determined in favour of the applicant.
The applicant undertakes to indemnify Emmanuel Edare Onokpasa and Orchard Alliance Limited in the event that the court finds that this application ought not to have been made in the first place.
In his ruling, the presiding judge, Justice Chukwujekwu Aneke, stated:
“Upon reading through the motion and the affidavit deposed to by Peter Akinjo, with 21 exhibits attached, and after hearing Barrister Seun Awonuga, SAN, counsel to the plaintiff, who moved in terms of the motion, having carefully considered the application and submissions, it is hereby ordered as follows:
That an order of injunction is hereby made restraining the 1st defendant, whether by himself or through his privies, agents, servants, affiliates, or assigns, including any person claiming under his authority, from taking any steps whatsoever to dissipate, transfer, alienate, withdraw, or otherwise deal with the proceeds of the purported sale of the property situate at Plot 13, Zone D, Federal Government Layout, Banana Island, Foreshore Estate, Ikoyi, Lagos, measuring 1,550 square meters, registered as No. 24, Page 24, Volume 256 at the Federal Lands Registry, Ikoyi, Lagos, or any monies standing to his credit in any account held in his name or in the name of the 2nd defendant maintained with any of the banks/financial institutions listed on the motion paper, to the tune of N6,665,000,000.00 (six billion, six hundred and sixty-five million naira), pending the hearing and determination of the applicant’s motion on notice in this suit.
That an order of Mareva injunction is hereby made restraining the 1st and 2nd defendants, whether by themselves or through their privies, agents, servants, assigns, or affiliates, including any person claiming under their authority, from taking any steps whatsoever to dissipate, transfer, dispose of, or otherwise deal with any monies standing to the credit of the 2nd defendant under whatsoever name or guise with the banks and financial institutions listed on the face of the motion paper, in any manner that is likely to frustrate or prejudice the outcome of the litigation commenced by the applicant, pending the hearing and determination of the applicant’s motion on notice in this suit.
That an order is hereby made restraining the banks and financial institutions listed before the court from granting the defendants access to, or dealing with, any monies in the bank accounts maintained by the 1st and 2nd defendants, to the tune of N6,665,000,000.00 (six billion, six hundred and sixty-five million naira), pending the hearing and determination of the applicant’s motion on notice in this suit.
That an order is hereby made mandating the aforementioned banks and financial institutions to file and serve on the applicant’s counsel, within seven days of service of the court order on them, an affidavit of verification fully disclosing the amounts of money standing to the credit of the 1st and 2nd defendants in the bank accounts maintained in the said banks.”
The suit has been adjourned to November 19, 2025, for hearing of the motion on notice filed before the court.
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