CASE TITLE: GLITTER GLOW VENTURES LTD & ANOR V. LONGTERM GLOBAL CAPITAL LTD LPELR-83331(Stream Crime Documentaries
JUDGMENT DATE: 13TH MARCH, 2026
JUSTICES: ONYEKACHI AJA OTISI, J.C.A.
MUHAMMAD IBRAHIM SIRAJO, J.C.A.
RUQAYAT OREMEI AYOOLA, J.C.A.
DIVISION: LAGOS
PRACTICE AREA: COMPANY LAW
FACTS:
This appeal borders on company law.
This appeal emanated from the judgment of the Lagos Division of the High Court of Lagos State, Coram: I.O Akinkugbe, J., delivered on 03/11/2020.
According to the Respondent, it instituted the action at the trial Court to recover possession of the property known as No. 214C, Eti-Osa Way, Dolphin Estate, Ikoyi, Lagos, from the Appellants who remained in occupation despite statutory notices to quit. The property was originally owned by the 1st Appellant under a Deed of Sublease from the Lagos State Development and Property Corporation. The 1st Appellant later guaranteed a loan granted to Telgate Communications Ltd by Union Bank of Nigeria Plc (formerly Union Merchant Bank Ltd) and mortgaged the property to secure the facility. Upon default in repayment, the Bank appointed a Receiver, who sold the mortgaged property to Bennyrose Nigeria Ltd., which subsequently assigned it to the Respondent. The Respondent thereafter obtained the Governor’s consent to perfect its title. Although the 1st Appellant and others had earlier filed Suit No. LD/1131/2003 challenging their indebtedness to the Bank, Bennyrose Nigeria Ltd was not initially joined. The Respondent and Bennyrose Nigeria Ltd., upon becoming aware of the suit after the purchase, applied to be joined as Defendants and filed a counterclaim asserting that they had no notice of the pending action at the time of the transaction. The suit was eventually struck out on 6th December, 2013 for lack of jurisdiction, and no appeal or fresh action was filed to challenge either the indebtedness or the sale of the property. Consequently, about two years after the suit was struck out, and following the Appellants’ refusal to vacate the property despite service of statutory notices, the Respondent commenced the present action on 19th February, 2015 to recover possession.
On their end, the Appellants presented that TELGATE Communications Limited obtained a loan facility from Union Bank of Nigeria Plc (formerly Union Merchant Bank Limited), which was secured by Glitter Glow Ventures Limited and others using a 2-wing duplex at No. 214c, Eti-Osa Way, Dolphin Estate, Ikoyi, Lagos. The loan offer letter was signed by Mr. Patrick Akinkotu, a Deputy General Manager of the Bank. Following a breakdown in the banking relationship, the borrowers instituted Suit No. LD/1131/03 at the Lagos High Court in 2003. While that suit was pending, the Bank obtained judgment in 2006 for the principal sum of N25 million, which the Claimants liquidated in instalments, leaving only accrued interest unresolved. Despite recovery of the principal sum and the pendency of the suit, the Bank allegedly disregarded the doctrine of lis pendens and secretly exercised its power of sale over the secured property, selling it by private treaty to Bennyrose Nigeria Limited, a company in which Mr. Akinkotu had an interest. The property was subsequently transferred to Longterm Global Capital Limited, a company wholly owned by Mr. Akinkotu and his family. The Appellant contended that both Bennyrose Nigeria Limited and Longterm Global Capital Limited later admitted that the Bank concealed the existence of the pending suit and counter-claimed for a refund of the N40 million purchase price. However, after the original suit was struck out in 2013 for lack of jurisdiction, instead of pursuing the Bank for refund, the companies allegedly sought to validate the defective sale by instituting Suit No. LD/223LMW/15, invoking the Court’s equitable jurisdiction to regularize what the Appellants describe as a fraudulent and clandestine transaction.
In proof of their case, both the Appellants and Respondent called a sole witness each and tendered Exhibit.
Upon evaluating the evidence, the Court found the Respondent’s evidence compelling and entered judgment in its favour.
The Appellants, being dissatisfied with the said judgment, filed this appeal.
ISSUES FOR DETERMINATION:
The issues for determination were:
Whether the learned trial Judge deprived the Defendant/Appellant the right to fair hearing when he struck out 1st and 4th Defendants (namely Union Bank of Nigeria Plc and the Registrar of Titles, Lagos State) joined as counterclaimants on the grounds of not being served when evidence exists in the Court’s file of affidavit of service and memorandum of appearance by Union Bank of Nigeria Plc.
Notwithstanding that Suit No LD/1131/03 was struck out for lack of jurisdiction on the 6th December 2013 and bearing in mind that declaratory actions are rooted in equity and are granted at the discretion of the Court, is the purported sale by THE BANK by private treaty during the pendency of a case in Court to ex-staff qualify for the discretion of the Court?
The learned trial Judge erred in law when without proof, accepted the rental value of property No 214c, Eti-Osa Way, Dolphin Estate, Ikoyi, Lagos State as stated by the Respondent in its pleadings.
COUNSEL SUBMISSIONS:
The Appellants posed the question whether the lower Court was right to have exercised its jurisdiction in favour of the Respondent where the purported sale by the Bank was by private treaty. They reproduced paragraph 4 of their Statement of Defence to submit that they specifically pleaded the mischief and insider trading that transpired between the Bank, Bennyrose Nigeria Limited, and the Respondent. The Appellants proceeded to reproduce portions of the cross-examination of the Respondent’s sole witness and parts of the decision of the lower Court to argue that the lower Court’s conclusion that they did not prove insider trading was unfounded in law. They argued further that the lower Court was wrong to have held that the Respondent never stated that any deceit was perpetrated against it, placing reliance on Exhibit 16, arguing that the reproduced portions pointed to deceit by conduct. They submitted that when the Respondent discovered that its predecessor-in-title had been deceived by the Bank, it ought to have pursued the Bank for a refund with interest rather than become preoccupied with ownership of the property. The Appellants submitted that the Respondent decided otherwise and approached the Court to rectify what they described as an inequitable purchase, noting that this was the first relief sought by the Respondent. Maintaining further that the first relief was the most pivotal claim before the lower Court, as the other reliefs were secondary and auxiliary to it and premised on its success, the Appellants, relying on Nigerian Maritime Administration and Safety Agency vs. Hensmor Nigeria Limited (2013) All FWLR (Pt. 703) 211 @ 2026, amongst others, described the importance of a declaratory relief. They argued that the Respondent’s perfection of title did not cure its inequitable conduct, stating that it amounted to joining the Bank in punishing them. The Appellants posed the question whether a private company with a shareholder of the status of Akinkotu could plead ignorance for failing to make adequate enquiries before purchasing a property used as bank security. They further argued that, bearing in mind the principle of caveat emptor, Bennyrose Nigeria Limited and the Respondent failed to make adequate enquiries from the Bank. The Appellants finally submitted that the Respondent did not satisfy the conditions under which the lower Court could properly exercise its discretion and therefore urged this Court to reverse the decision of the lower Court.
The Respondent argued that the Appellants’ contention regarding “insider trading” was wholly misconceived and irrelevant. It submitted that the Respondent instituted the suit at the lower Court to recover possession of the disputed property purchased from Bennyrose Nigeria Ltd in 2009, who had in turn acquired it from Union Merchant Bank Ltd (now Union Bank of Nigeria Plc). The Appellants, in paragraph 4 of their Statement of Defence, averred that the original sale from Union Merchant Bank Ltd was vitiated by insider trading and that the Respondent was not lawfully entitled to the reliefs sought. It argued that after reviewing the evidence at the plenary trial, the lower Court correctly held that the onus to establish the allegation of insider trading lay with the Appellants and not the Respondent. The Respondent submitted that the Appellants failed to discharge this burden of proof and that it never alleged that any deceit was foisted upon it. The Respondent submitted that the legal position is clear under Sections 131(1) and (2) and 132 of the Evidence Act, 2011, which provides that the burden of proof lies on the person asserting a fact, and in a suit, on the party who would fail if no evidence were given. It further submitted, relying on Gilsod Associates Ltd vs. ALGON (2011) LPELR- 4197 (CA), that although the evidential burden may preponderate under Section 137(2) of the Evidence Act, this can only occur after the legal burden has been satisfactorily discharged. Consequently, it was argued that since the Appellants did not discharge the legal burden of proof, the lower Court’s findings rejecting the allegation of insider trading were correct and should be upheld, citing Odukwe vs. Ogunbiyi (1998) 8 NWLR (Pt. 561) 339 @ 353. The Respondent maintained that the term “insider trading,” as defined in Black’s Law Dictionary (10th ed., p. 915) and interpreted by this Court in Ocean Deep Properties Ltd vs. Access Bank Plc (2021) LPELR-54838 34-35, para. E-E (CA), refers to trading in a public company’s securities based on material non-public information by a corporate insider or someone owing a fiduciary duty. It argued that the allegation of insider trading by the Appellants was legally irrelevant because the property in dispute was real property, not securities, and the pleadings and evidence did not show that Mr Akinkuotu was a director, officer, or shareholder of Bennyrose Nigeria Ltd at the relevant time. The Respondent submitted that, even assuming arguendo that the issue was relevant, the Appellants failed to discharge the legal burden of proving the elements supporting ‘insider trading’. It maintained that the Appellants’ bare assertion had no evidential weight, and there was no basis to shift the onus of proof to the Respondent. The Respondent argued that, in addition to the Appellants’ reference to “insider trading” and their failure to prove it, the Appellants also made a misguided attempt to address the allegation under Issue 2 of their Brief of Argument. It submitted that all submissions relating to “insider trading” and the lower Court’s decision on the matter under issue 2 are at variance with the issue itself and are therefore incompetent. The Respondent maintained that issue 2, as formulated by the Appellants, concerns the sale of the property by Union Merchant Bank Ltd to Bennyrose Nigeria Ltd, neither of which were parties to the proceedings leading to the present appeal. It argued that it is settled law that arguments must address the issue as couched, and any argument inconsistent with the issue is incompetent, citing Orji vs. Zaria Industries Ltd & Anor (1992) LPELR- 2768 (SC). The Respondent submitted that, contrary to the Appellants’ claim in ground B, the lower Court did not hold that the Appellants were required to prove the allegation of “insider trading” beyond reasonable doubt rather than on the balance of probabilities. It maintained that the Appellants did not attempt to substantiate this allegation in their Brief of Argument by formulating a corresponding issue, further highlighting the incompetence of their argument. The Respondent argued that the Appellants, in their Issue 2, are essentially urging this Court to interfere with the lower Court’s exercise of discretion in granting the declaratory relief sought by the Respondent, confirming that it validly purchased the property at No. 214C, Eti-Osa Way, Dolphin Estate, Ikoyi, Lagos, under the Deed of Assignment dated 5/3/2009 and registered as No. 67, volume 2265 of the Land Registry Office, Lagos, and is entitled to immediate vacant possession. It was submitted that the Appellants have wholly failed to demonstrate that the exercise of discretion by the lower Court was not judicial and judicious. The Respondent maintained that for a discretion to be regarded as judicial and judicious, the Court must consider all materials before it, including the pleadings and evidence of the parties, citing Essiet vs. A.G. of Akwa Ibom State & Anor (2015) LPELR-24644 paras. A-C (CA). It argued that a careful review of the record shows that the learned trial Judge duly considered the evidence and submissions before granting the declaratory relief. The Respondent submitted that since the exercise of discretion was proper, this Court should not interfere, as appellate Courts are not at liberty to substitute their own discretion for that of the lower Court. Relying on Abe & Anor vs. Damawa & Anor (2022) LPELR-57829 33-34 paras. F-A (SC), amongst other authorities, it maintained that a party seeking to challenge a Court’s discretion bears the onus of proving that it was exercised arbitrarily or without regard to relevant considerations. Respondent urged the Court to resolve Issue 2 in its favour.
DECISION/HELD:
In conclusion, the appeal was dismissed.
RATIO:
COMPANY LAW- INSIDER TRADING: Whether insider trading extends to real property transaction
“Landed property is not security that may fall within the meaning of stock, shares, or bond. Although buying landed property can, in certain circumstances, resemble insider trading, strictly speaking, such a transaction will not constitute insider trading in the legal sense. Fundamentally, insider trading is a concept that applies to trading in securities such as shares, bonds, and other financial instruments. Therefore, although certain landed property transactions may throw up ethical issues that ought to be interrogated or queried, purchasing landed property, normally, does not fall within insider trading laws.” Per OTISI, J.C.A.
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