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HANOVER TRUST LTD
V.
UNIQUE VENTURES CAPITAL MGT. CO. LTD

(2014) JELR 53473 (CA)

Court of Appeal 10 Jul 2014 Nigeria
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- The dispute arose from a share purchase agreement under which the 1st respondent (a venture capital company) invested in the appellant (cargo line operator) for a 40% shareholding, with associated management and financial control obligati

Case Details

Suit Number:CA/L/554/09
Judges:AMINA ADAMUAUGIE JCA ( Presided and Read the Lead Judgment ) YARGATA BYENCHIT NIMPAR JCA ABIMBOLA OSARUGUE OBASEKI-ADEJUMO JCA
Counsel:Ayo Olorunfemi, Esq., - for the Appellant. -*- Olukaode Enitan, Esq, (with him, Miss Olufisayo Ojo) - for the 1st Respondent. -*- U. P. E. Nnaji, Esq., - for the 2nd Respondent.

AUGIE JCA (Delivering the Lead Judgment): The appellant company A is in business as cargo line operators, berth discharge and sailing of bulk/ general cargo, haulage services and custom clearance of containerized and non-containerized cargo, and the 1st respondent is a venture capital company set up to finance and manage investments under the Small and Medium Enterprises Equity Investment Scheme (SMEEIS), introduced by the banker’s committee and supervised by the Central Bank of Nigeria (CBN). By a share purchase agreement dated 6 October 2006, the 1st respondent undertook to invest the sum of N52,911,000.00 (fifty-two million, nine hundred and eleven thousand naira) in the appellant by way of equity participation for the purchase of N6,012,613 (six million, twelve thousand six hundred and thirteen naira) ordinary shares at N8.80k per share representing 40% of its total shareholding. By clause 28.0 of the said share purchase agreement between the parties, it was agreed as follows: “…

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