Justice Alexander Owoeye of a Federal High Court, has ordered NIRSAL Plc (Nigeria Incentive-Based Risk Sharing System for Agricultural Lending) to pay a total sum of N1, 082,160, 500 billion, to one of its former Executive Directors, Kennedy Nwaruh, being his unpaid allowances, entitlements, benefits and terminal benefits.
The judge also awarded the sum of N10 million against NIRSAL Plc, as cost of accessing the suit in favour of the Ex-Executive Director.
Above ordered were parts of Justice Owoeye’s decisions while delivering judgment in the suit marked FHC/L/CS/1394/2025, filed by the plaintiff, Kennedy Nwaruh against the company, NIRSAL Plc.
The plaintiff through his lawyer, Olamide Balogun, in an originating summons
brought pursuant to Rule 2(1)&(2) of the Companies Proceedings Rules 2004; Sections 239, 241, 243, 244, 245, 246, 252, 288 and 293 of the CAMA, 2020, Order 3 Rules 6, 7 & 9 of the Federal High Court (Civil Procedure) Rules, 2019, and under the court’s inherent jurisdiction.
In the suit, the plaintiff after listed some questions for determination, asked the court for the followings; “a declaration that, having regard to the combined provisions of Sections 239(7) 241, 243, 244, 245, and 246 of the Companies and Allied Matters Act, 2020, the Plaintiff, in his capacity as an Executive Director and member of the Board of the Defendant, was entitled to be given notice of the Defendant’s Extraordinary General Meeting purportedly held on the 30th day of August, 2024, and that the failure of the Defendant to give such notice renders the meeting held on the 30th day of August, 2024, and other similar meetings, together with any resolution passed thereat, invalid, null and void, and of no effect.
“A declaration that, having regard to the combined provisions of Sections 243, 245, 251, 252, 288(1)–(3), and 292 of the Companies and Allied Matters Act, 2020, the failure of the Defendant to give the Plaintiff—being an Executive Director and a member of the Board of Directors—notice of the Extraordinary General Meeting purportedly held on the 30th day of August, 2024, at which the Defendant’s Board was allegedly dissolved, and the notice of the resolution for the Plaintiff’s removal, upon which he was consequently removed as Executive Director, renders the said dissolution and removal unlawful, null, void, and of no effect.
“An order setting aside the defendant’s Extraordinary General Meeting purportedly held on the 30th day of August, 2024, and all resolutions passed thereat, including, but not limited to, the dissolution of the Defendant’s Board and the removal of the Plaintiff as Executive Director of the Defendant.
“A declaration that, having regard to the combined provisions of Sections 288(6) and 293(1), (3), and (4) of the Companies and Allied Matters Act, 2020, the Plaintiff, whose appointment as Executive Director was for a fixed term, cannot be unilaterally terminated by the Defendant before the expiration of the agreed term; and if such premature termination occurs, whether the Plaintiff, as an Executive Director, is entitled to the full emoluments and other entitlements he would have earned for the unexpired portion of the said term.
“An order reinstating the Plaintiff to his position as Executive Director on the Board of the Defendant with immediate effect, and AN ORDER of perpetual injunction restraining the Defendant, it agents, servants, officers or any one acting on its behalf from recognizing the Plaintiff’s removal or acting as if the Plaintiff has ceased to be an Executive Director.
“An order directing the Defendant to pay to the Plaintiff the sum of ₦868,758,000.00 (Eight Hundred and Sixty-Eight Million, Seven Hundred and Fifty-Eight Thousand Naira only), being the unpaid allowances, entitlements, and benefits due to the Plaintiff from the 30th day of August, 2024, to the 4th day of December, 2026, representing the unexpired portion of his tenure.
“An order directing the defendant to pay to the Plaintiff the sum of ₦213,412,500.00 (Two Hundred and Thirteen Million, Four Hundred and Twelve Thousand, Five Hundred Naira only), being the Plaintiff’s terminal benefits in accordance with the Defendant’s applicable remuneration policy.
“COST of the suit assessed at ₦50 Million Naira.
“Post Judgment interest at the rate of (10%) per annum from the date of Judgment till the Judgment sum is fully liquidated as permitted by Order 23 Rule 5 of the Federal High Court (Civil Procedure) Rules, 2019. And for such further or other relief(s) as this honourable court may deem fit to make in the circumstances.”
He supported the motion with an affidavit deposed to by Barrister Olanrewaju Adebayo, his appointed Attorney, written address and other documentary exhibits.
But the defendant through its lawyer, Ayodeji Oshin, filed a Preliminary Objection brought pursuant sections 254(1)(a), 254c(1)(a)(k) of the Constitution of the Federal Republic of Nigeria 1999 (as amended), Order 29 Rules 1&4 of the Federal High Court (Civil Procedure) Rules 2019, and under the court’s inherent jurisdiction.
In the notices of the preliminary objection, the company asked the court for the following reliefs: “An Order of this Honourable Court striking out the suit of the Plaintiff/Respondent dated and filed on 16th July, 2025 pending before this Honourable Court in its entirety for lack of jurisdiction.
The company predicated its Preliminary Objection on the follows: “that the suit of the Plaintiff/Respondent revolves around labour and employment affairs of the plaintiff/respondent by the defendant/applicant and as such, this Honourable court does not have jurisdiction to interfere with the private affairs of the Defendant/ Applicant;
“That Court lacks jurisdiction to hear and determine the case of the claimant/respondent in its entirety, as the crux of this suit borders on employment and Labour Law.
“It is the case of the Plaintiff as endorsed on the Originating Summons and Claim and/or any other originating process that determines whether a court has jurisdiction to adjudicate upon a matter.
“The Federal High Court lacks the requisite jurisdiction to hear and determine matters touching on employment and Labour law matters.”
Delivering judgment in the suit today, Justice Owoeye after legally weighed all the submissions of the parties, and after citing plethoras of legal authorites, dismissed the company’s preliminary objection, while granted all the reliefs sought for by the plaintiff, except the cost of accessing the suit which he reduced to N10 million.
