Industrial Court nullifies termination of Olawepo Sogo as MD-CEO, declines reinstatement

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His Lordship, Hon. Justice Dele Peters of the National Industrial Court, Ibadan Judicial Division has declared the purported termination of the Mrs Olawepo Sogo employment as MD/CEO of HEBN Publishers Plc as inconsistent with the Memorandum and Articles of Association of the Defendant, Companies and Allied Matters Act, and therefore unlawful, invalid, null and void and of no legal effect.

The Court dismissed prayer to reinstate the Claimant as MD/CEO of the firm until her employment is properly determined that the office is no longer available for occupation by the Claimant, ordered Defendant to pay Mrs Olawepo salaries for June 2016 to May 2018 and to remit pension deducted from July 2015 to the Claimant’s Pension Fund Administrator in accordance with the Pensions Reform Act.

The Claimant- Mrs Olawepo was appointed as Managing Director/CEO of the Defendant in 2013 and that on the 10/10/2016 at a meeting of the Board of Directors, her appointment as MD/CEO was purportedly terminated against the Articles of Association of the firm and further that the Defendant failed to remit her statutory Pension Fund deductions as statutorily required urged the court to nullified the purported termination and reinstatement among others.

The Defendant submitted that claimant employment was governed by the provisions of the Companies and Allied Matter Act; that they notified other shareholders and the general public at its Annual General Meeting held on 9/3/2017 of the disengagement of the Claimant from service; that she was only removed as MD/CEO of the Defendant; that she is still a Director of the Defendant; that the Claimant was paid her entitlement without protest; and further that court has no jurisdiction to entertain the claim as constituted that the termination of the appointment of the claimant as managing director of the defendant was lawful urged the court to dismiss the claimant’s claim in its entirety.

Delivering judgment, the trial Judge, Justice Peters affirmed Jurisdiction and held that evidence led by the Defendant did not comply with the provisions of its Memorandum and Articles of Association in the removal of the Claimant as its Managing Director.

“The Memorandum & Articles of Association as quoted above did not confer the power of removal of the Managing Director on the Chairman of the Defendant. Secondly, that provisions also does not confer similar power on the Board of Director of the Defendant. Only the General Meeting of the Defendant has that exclusive power.

“I note that there was no denial by the Defendant respecting the non-remittance of the pension contributions of the Claimant into her retirement savings account during the stated period.

“I have evidence that that position has since been filled by the Defendant. It means therefore that if the Court grants this head of claim that office is no longer available for the claimant to occupy. A Court of law should not and must not make an order that cannot be enforced. The prayer sought if granted cannot be enforced. Same is therefore refused and dismissed.

“I declare that the Claimant remains the valid and legal MD/CEO of the Defendant until her employment with the Defendant is lawfully and validly determined.

“I declare that the Claimant is still a Director of the Defendant until the Claimant is properly removed in accordance with the memorandum and Articles of Association of the Defendant and the provisions of the Companies and Allied Matters Act.” Justice Peters

The Court among others ordered the defendant to pay to the claimant immediately the sum of Eighteen Million, Fifty-Seven Thousand, Nine Hundred and Twenty Four Naira and Six Kobo as Claimant’s salaries for June 2016 to May 2018 when this action was filed with the sum of =N=200,000.00 for cost of action.

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