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JUDGMENT Introduction & Claims 1. By her General form of complaint dated 23rd May, 2018, Claimant commenced this action and sought the following reliefs against the Defendant. a. A declaration that the purported termination of the Claimant’s employment as Managing Director/Chief Executive Officer (MD/CEO) of the Defendant is inconsistent with Clauses 56 and 60 of the Memorandum and Articles of Association of the Defendant, Section 262(1) & (2) of the Companies and Allied Matters Act, therefore is wrongful, unlawful, invalid, null and void and of no legal effect. b. A declaration that the board of Directors meeting during which the Board of Directors purportedly determined the Claimant’s appointment as MD/CEO being inconsistent with Clauses 56 and 60 of the Defendant’s Memorandum and Articles of Association and Section 266(1) & (2) Companies and Allied Matters Act is invalid in accordance with section 266(3) of the Companies and Allied Matters Act. c. A declaration that all meetings of the Board of Directors and decisions taken thereat, purportedly held by the Defendant without service of the Notices in accordance with Article 58 of the Memorandum and Articles of Association of the Defendant and Section 266 of the Companies and Allied Matters Act are invalid. d. A declaration that all General meetings of members purportedly held by the Defendant without service of the Notices in accordance with Article 37 of the Memorandum and Articles of Association of the Defendant and the provisions of Section 219 Companies and Allied Matters Act are invalid. e. A declaration that the Claimant remains the valid and legal MD/CEO of the Defendant until her employment with the Defendant is lawfully and validly determined. f. A declaration 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. g. A declaration that the failure of the Defendant to remit the Claimant’s pension as deducted from July 2015, to the Claimant’s Pension Fund Administrator in accordance with the Pensions Reform Act, 2004 is illegal, unlawful and wrong. h. An order reinstating the Claimant as MD/CEO of the Defendant until her employment is properly determined. i. An order directing the Defendant to pay the Claimant her entire salaries and allowances from the June 2016 till the date the Claimant’s employment with the Defendant is lawfully and validly determined at the rate of =N=250,000 only per month. j. An order directing the Defendant to immediately remit the Claimant’s pension as deducted from July, 2015 to Claimant’s Pension Fund Administrator in accordance with the Pensions Reform Act 2004. k. An order directing the Defendant to publish a public apology to the Claimant in one National daily newspaper – half page, for the wrongful, unlawful determination of the employment by the Defendant. l. An Order directing the Defendant to pay the Claimant the sum of =N=100,000,000.00 (One Hundred Million Naira) as damages for wrongful and unlawful termination of the Claimant’s employment with the Defendant. m. Post Judgment interest at not less than 10% till the judgment is executed. n. Cost of Litigation. 2. The Defendant entered an appearance and filed its statement of defence along with all the requisites frontloaded processes on the 15th November, 2018. Case of the Claimant 3. The Claimant opened her case on 9/4/2019 and testified in Chief as CW1. Claimant adopted her witness deposition dated 23/5/18 and further deposition dated 26/11/18 as her evidence in chief and tendered 20 documents as exhibits. The documents were admitted in evidence and marked as Exh. AS1– Exh. AS20 respectively. 4. The case of the Claimant as revealed from her evidence in chief and exhibits tendered is that she was employed by the Defendant as Assistant Editor via a letter dated 26/9/1986; that she was promoted to the positions of Assistant General Manager (Editorial) and Acting General Manager (Publishing) vide letters dated 5/1/2004 and 15/8/2006 respectively that by letter dated 1/2/2010 she was appointed Executive Director of HEBN Publishers Plc by the Board of HEBN Publishers Plc; that consequently a Board resolution as well as CAC form 7 particulars of directors or any changes therein was filed at the Corporate Affairs Commission indicating her appointment as Director of the Defendant; that she was subsequently appointed as Managing Director/CEO of the Defendant in 2013 by letter dated 30/4//2014; and that on the 10/10/2016 at a meeting of the Board of Directors of the Defendant, her appointment as MD/CEO was purportedly terminated; that the Articles of Association of the Defendant stipulates that the MD/CEO of the Defendant can only be removed if the company in General meeting resolves that the tenure of the office of Managing Director be determined and that non-compliance with the said provisions renders her removal as MD/CEO of the Defendant, ultra vires, null and void; that the Defendant failed to remit her statutory Pension Fund deductions to her Pension Fund Administrator as statutorily required; that she protested the purported entitlement offered by the Defendant which resulted in several other offers from the Defendant in letters dated 15/2/2017 and 27/3/2018. 5. Under cross examination, the witness testified that she was an Executive Director and was formally an intermediate staff; that she was first appointed as Assistant Editor and then editor then Editorial Manager, General Manager (Publishing) then as Executive Director Operations and finally as Managing Director/CEO; that the Defendant did not serve her a letter that she was removed as a Director; that after she was disengaged as MD/CEO, she was never served any notice of Board meeting; that she was not given minutes of meeting of 10/10/16. That she made efforts to plead with the Directors; that she was subsequently admitted to hospital and she did not pick any pension company; that the loan she obtained from Access Bank Plc was a personal loan for personal use. Case of the Defendant 6. On 6/11/2019, the Defendant opened its defence and called one Ngwobia Odo Okereke as its lone witness. The witness adopted his witness deposition of 15/11/18 as his evidence in chief and tendered 11 documents as exhibits. The documents were admitted in evidence and marked as Exh.001–Exh.0011 respectively. 7. The case of the Defendant is that the Claimant was the MD/CEO of the Defendant until 10/10/2016 when her employment was determined; that her employment was governed by the provisions of the companies and Allied Matter Act; that her appointment as MD/CEO was determined by an ordinary resolution passed at the Defendant’s; Board of Directors’ meeting of 10/10//2016; that the Defendant 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 that this court has no jurisdiction to entertain the Claimant’s claim as constituted. 8. Under cross examination witness testified that he has been Director of the Defendant from 2008 till date; that he does not know if (Exh. 001) & minutes of board meeting held on 10th October 2016 was circulated to the Claimant; that other meetings have been since 10/10/16 and now; that he does not know if minutes of those subsequent meetings were served on the claimant; that the Defendant’s letter dated 17th March, 2018 (Exhibit 0010) was as a result of review of the content of Defendant’s letter dated 12th October 2016 (Exhibit 006); that the review in Exh. 0010 was not peculiar to the Claimant and it was for the entire staff of the defendant. Submissions of learned counsel. 9. At the close of trial learned counsel to the Defendant submitted a 11 page final written address in which he set down 3 issues for determination as follows:- 1. Whether on the available materials and the state of the law, this Honourable Court has jurisdiction to entertain this action as constituted. 2. Whether on the totality of evidence adduced in support of the pleadings and the state of the law, the claimant validly ceased to hold office of Managing Director of the defendant? 3. Whether on the totality of evidence adduced in support of the pleadings and state of the law, the Claimant is entitled to the reliefs sought? 10. Learned counsel submitted that the originating court processes in this action reveals that the Claimant’s claims before this court deals with the provisions of clauses 56 and 60 of the memorandum and articles of association of the defendant and section 262 (1) and (2) of the companies and Allied Matters Act. The claims relate to the application and operation of the companies and allied matters act and that the Claimant’s claims are outside the purview of the jurisdiction of this court. Citing Olubunmi Oladipo Oni V. Cadbury Nigeria Plc (2016) 9 NWLR (pt. 1516) 80 at 104, D-F; 107 F-H at P. 107-108; that the tenure of the office of Managing Director of a company is governed entirely by the provisions of the companies and Allied Matters Act: that the determination whether a Managing Director was properly appointed or has ceased to hold office is a matter arising from the operation of the companies and Allied Matters Act citing Yalaju–Amaye V A.R.E.C Limited (1990) 4 NWLR (pt. 145)422 at 441; that by the provisions of section 250(1)(e) of the 1999 constitution all civil causes or matters arising from the operation of the companies and allied matters act are within the purview of the Federal High Court and not the National Industrial Court citing A.G. Lagos State v. Eko Hotels Limited (2006) 18 NWLR (pt. 1011) 378 at 460. 11. With respect to issue two, counsel submitted that a managing director is appointed and removable by the board of directors and if appointed from amongst the board of directors, will still remain a director of the company unless he is removed, that a managing director does not cease to be a director simply because he is appointed or removed as a managing director of a company unless such a person is removed pursuant to the provision of Sec 262 of companies and allied matters act; that the claimant as one of the directors of the defendant was appointed managing director of the defendant by the board of directors by a letter of appointment dated 8th April, 2014 (Exhibit AS7) and ceased to be managing director only pursuant to the board meeting held on 10 October, 2016 (Exhibit 001); that a clam view of Exhibits 001 and AS9 clearly shows that the claimant is still a Director and the provisions of section 261(1)&(2) of companies and allied matters act is inapplicable, that the Defendant paid the claimant retirement benefits which the claimant received without protest; that the termination of appointment of the claimant as managing director of the defendant was lawful in the circumstances; that reliefs a, b, c, d, e and f apply only to person who ceased to be director of a company and does not apply to the claims in this matter in that claimant gave evidence during cross examination that she is a director of the defendant. 12. Respecting issue three, counsel further submitted that the court will not allow a party to benefit from his own illegal act; that the claimant being the executive director/managing director ran the day to day affairs of the defendant from the period of 30th April, 2014 to 10th October 2016; that the Claimant as the head of the management team of the defendant cannot sue the defendant for acts of illegality which she was a party during the period of her management of the defendant; that the Claimant’s reliefs. For non remittance of her pension from July, 2015 is an attempt to benefit from an act of illegality which was spearheaded by the Claimant in office as the managing director; that if there is any special damage which is attributable to the wrongful act of the defendants that special damage must be specifically pleaded and proved before it can be awarded citing A.G. Oyo State & Anor v. Fairlakes Hotels Limited & Anor (1989) 5 NWLR (PT 121) 255 at 278, E-F, 285; that the Claimant sought by her claim for the sum of N250,000 as salary per month without specifically pleading and tendering any document or oral evidence in support; that the Claimant’s claim for solicitor’s fee is an unusual claim which cannot be granted by this court citing S.P.D.C.N Ltd v. Okeh (2018) 17 NWLR (pt. 1649) 420 at 440 A-B; that the normal measure of damages available to an employee who had been dismissed or terminated wrongfully is the amount the employee would have earned under the contract for the period the employer could lawfully determine it; that the claim for N100,000 as damages by the Claimant does not reflect the amount the Claimant could have earned under the contract for the period the claimant ceased to be the Managing Director of the defendant citing Ogahi v. Arewa Textiles Plc [2000] 11 NWLR (pt. 678) 322 at 335-336 counsel urged the court to dismiss the claimant’s claim in its entirety. 13. On 7/1/20, a 29 page final written address was filed on behalf of the Claimant. Counsel identified these 5 issues for determination. 1. Whether having regard to the enabling statutes setting up this Honourable Court, the subject matter of the Claimant’s claim and the reliefs endorsed on the statement of facts, this Honourable Court can exercise jurisdiction to hear and determine the claims of claimant in the light of Section 254(1) (c) of the Third Alteration to the 1999 Constitution of the Federal Republic of Nigeria (As Amended), i.e Act No 3 of 2010 which commenced on 4th March, 2011. 2. Whether the Claimant’s employment with the Defendant enjoys statutory flavor and as a corollary, what governs the relationship between the claimant and the Defendant. 3. Whether the Defendant followed due process in determining the Claimant’s employment as MD/CEO of the Defendant. 4. Whether the Claimant is still a Director of the Defendant. 5. Whether based on the evidence adduced before this Honourable Court, the Claimant has proved her case to entitle her to reliefs sought before this Honourable Court. 14. Counsel submitted that whilst it is not in contention that the issue of jurisdiction can be raised at any time in a proceeding, where an issue of jurisdiction had been raised earlier and determined one way or the other, makes that rule and right inapplicable in its loose sense, subsequently during the same proceedings as there are legal and procedural options available to a party aggrieved with the outcome of the determination of the court; that it is settled law that where a party did not appeal against a ruling, there is a valid and subsisting decision of court which remains binding on the parties citing Unity Bank v. Onuminya (2019) LPELR - 47507 (CA) that the parties are bound by the records of the court and that the ruling of 22/10/2018 is valid and subsisting; Counsel also submitted that the conditions for applicability of issue estoppel citing Unity Bank plc v. Olatunji (2013) 15 NWLR (pt. 1378)503 at 551-552, paras F-B: that the parties in this case have remained the same between when the ruling of 22/10/2018 was delivered holding that this court is seized with jurisdiction to entertain the claimant’s action. 15. Respecting issue two Counsel submitted that before a contract of employment may be said to import statutory flavor, two vital ingredients that must co-exist include; the employer must be a body set up by statute and the establishing statute must make express provisions regulating the employment of the staff of the category of the employee concerned especially in matters of discipline citing Idoniboye–Obu v. N.N.P.C (2003) FWLR (pt. 146) 959; that the companies and allied Matters Act makes the Memorandum and Articles of Association, mandatory requirements for companies in Nigeria and describe same as the “prescribing regulations” for companies citing Section 33 company and allied matters act; that the articles of association of the Defendant being a product of and a statutory derivative of the companies and allied matters act, the Claimant’s employment as MD/CEO is clothed with statutory flavor by virtue of the terms and conditions (procedures for appointment and removal) being prescribed by the Articles of Association of the Defendant and urged the court to so hold. 16. Respecting issue three counsel further submitted that the law requires contract of employment to be terminated in line with the terms of contract failing which an action may lie for wrongful and/or unlawful termination of employment; that when an employee complains that his employment has been wrongfully determined he has the onus to place before the court the terms of the contract of employment and to prove to what manner the said terms were breached by the employer citing Esievwore vs. NEPA (2002) FWLR (pt.124) 398 at 408; that the powers and procedures for appointing and removing a Managing Director/CEO is adequately covered by Article 56 of Exhibit AS10; that whilst the Board had the powers to appoint the Managing Director which it did by appointing the Claimant vide Exh. AS6 and AS7, the powers to determine claimant’s appointment is vested in the General Meeting of the company and not the Board of Directors; that since Article 56 has expressly vested the powers for the removal of the Managing Director on the company in General Meeting, the Directors cannot be seen to exercise such power and any such exercise in that regard is unlawful illegal and urge the court to so hold. 17. Respecting issue four counsel submitted that the claimant is still a Director of the Defendant and same is undisputed by the Defendant and that undisputed fact need no further proof citing Fasuba v. Adumash (2001) LPELR–5232 (CA) and Patama Ltd v. UBN Plc (2015) LPELR-24535 (CA). 18. Respecting issue five counsel submitted that with respect on the totality of evidence before this court, claimant has established credible evidence in support of her case and urge the court to grant the claimant’s claim. Decision 19. I have carefully read and understood all the processes filed by learned counsel on either side. I listened attentively to the oral testimonies of the witnesses called at trial and watched their demeanor. In addition, I evaluated all the exhibits tendered and admitted in evidence and also heard the oral argument of learned counsel to the claimant at the point of adopting final written addresses. Having done all this, and for the just determination of this case, I set down these 2 issues - 1. Whether the claimant’s employment as the Managing Director/CEO was properly determined by the Defendant. 2. Whether the Claimant is entitled to her claims or any relief at all 20. The question whether or not the appointment of an employee is properly determined is a fundamental one. It goes to a breach of terms and condition of engagement. When an employee contends as in the instant case that her employment was wrongfully terminated, the law expects her to place before the Court her contract of employment stating the terms and conditions of engagement and bringing to the fore the failure of the Defendant to comply with those agreed terms and conditions. See U.T.C Nigeria Limited v. Peters (2009) LPELR-8426(CA). In this case Claimant pleaded her letter of appointment as Executive Director, the Memorandum & Articles of Association of the Defendant as well as the Companies and Allied Matters Act as governing her employment. It is thus imperative to examine the applicable terms and conditions under which the parties entered into in their employment relationship. It is trite to state that employment relationship is a voluntary one. There is free exit and free entry. It is open to either party to bring an end to the relationship. The only caveat is that such determination must accord with the agreed terms and conditions. See for instance Organ & Ors v. N.L.N.G. Ltd & Anor. (2013) 16 NWLR (Pt. 13811) 506, Garuba v. Kwara Inv. Co. Ltd. (2005) 5 NWLR (Pt. 917) 160, Osisanya v. Afribank (Nig) Plc (2007) 6 NWLR (Pt. 1031)565. 21. By bringing her employment within the confines of the Companies and Allied Matters Act, Claimant is contending that the status of her employment was one with statutory flavor. In an employment with statutory flavour, where the procedure for employment and discipline including termination are clearly spelt out in the relevant statute, the employer must comply strictly with the applicable statutory provisions in terminating the employment or in dismissing the employee. Any other manner of terminating the employment which is inconsistent with the statute is null and void and of no effect. See Bamigboye v. Unilorin (1990) 10 NWLR (pt. 622)290; Olatunbosun v. N.I.S.E.R Council (1988) 3 NWLR (Pt. 80) 25; Comptroller General of Customs & Ors v. Gusau (2017) 4 SC (Pt.II) 128. It is in evidence that by Exh. AS1 Claimant was employed by the Defendant as Assistant Editor in 1986. Claimant was appointed as an Executive Director of the Defendant by Exh. AS4 and by Exh.AS7 which was dated 30th April 2014 she was appointed as Managing Director/Chief Executive Officer of the Defendant effective from 1st May, 2014. That exhibit was signed by one Ayo Ojeniyi as Chairman/Chief Executive Officer. The Defendant being an incorporated company whose affairs and conduct are governed and regulated by Companies and Allied Matters Act (CAMA) and in compliance with Section 292(4) of CAMA filed Form C07 - Particulars of Directors and of any changes therein. That was Exh. AS5 which indicated the Claimant as a Director of the Defendant. The power of appointment of subsequent Directors rest with the company as provided for by the company’s Articles of Association. see Benard Ojeifor Longe v. FBN (2010) 6 NWLR 1, 43. 22. It was the case of the Claimant that her appointment was also governed by the Defendant's Memorandum & Articles of Association and her removal must also comply with that document. It was part of a bundle of document tendered, admitted and marked as Exh. AS10 and appeared from pages 16-32 of the exhibit. In Article 56 dealing with Chairman and Managing Director, it provides that - ''The Directors may from time to time, appoint one of their body to the office of Managing Director for such term, and at such remuneration (whether by way of salary or commission, or participation in profit or partly in one way and partly in another) as they may think fit, but this appointment shall be subject to determination ipso facto if he ceases from any course to be a director or if the company in General Meeting resolves that the tenure of the office of Managing Director be determined''. 23. The Defendant must comply with the above provision to effectively and legally remove the Claimant from the office of Managing Director. The Memorandum & Articles of Association as quoted above did not confer power of removal of the Managing Director on the 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. 24. The question then is how was the Claimant removed from office as Managing Director of the Defendant? In his evidence in chief, the sole witness of the Defendant Chief Ngwobia O. Okereke, gave a detailed step by step procedure adopted culminating in the removal of the Claimant. Paragraphs 5, 6 & 7 of his statement on oath of 15/11/18 which he adopted as his evidence in-chief are critical and central here. I quote them thus - ''I know that by the appointment of the Claimant as Managing Director/Chief Executive Officer of the defendant in 2014, the status of the contractual relationship between the claimant and the defendant herein changed from master/servant to a relationship governed by the Companies and Allied Matters Act. The Claimant's appointment letter dated 30 April, 2014 is hereby relied upon''. ''The claimant's appointment as Managing Director/Chief Executive Officer of the defendant was lawfully determined by an ordinary resolution passed by the defendant at its board meeting held on 10 October, 2016 where the claimant was in attendance as a board member. Pursuant to the company resolution, the claimant was accordingly served with a letter dated 10 October, 2016. I was present at the defendant's board meeting held on 10 October, 2016. The defendant herby relies on the minutes held on 10 October, 2016''. ''The defendant has a duty to notify shareholders and the general public of the disengagement of the claimant from the service of the defendant. The minutes of the 47th Annual General Meeting held on 9 March, 2017 together with the 2016 Annual Reports [and] of the defendant is relied upon''. 25. It is apparent from the evidence led by the Defendant that it did not comply with the provisions of its Memorandum and Articles of Association in the removal of the Claimant as its Managing Director. The provision of Art. 56 of the same was violently breached. 26. There is no evidence that there was a General Meeting where the tenure of the office of the Managing Director was determined. I find and hold that the removal of the Claimant as Managing Director was in clear violation of the provisions of the Articles of Association of the Defendant’s company. That finding is itself sufficient for me to hold, and I so do, that the removal of the Claimant from the office of Managing Director was wrongful, unlawful, invalid and of no legal effect. 27. Without prejudice to the decision already reached in this Judgment, I am inclined to even ask, for whatever it is worth, whether there was indeed any resolution of the Board of Directors of the Defendant at the Board meeting of 10 October, 2016 removing and replacing the Claimant? The said Minutes was tendered and admitted in evidence as Exh. OO1. Paragraph 10 of the minutes deals with Changes in Management. It is of 3 paragraphs. I consider it germane to quote the said paragraphs here- ''Following the approval of the Joint Board Committee's report and in view of the recent developments in the company, there was the need to restructure and re- organise the company. In that wise, the Chairman suggested [emphasis laid] that it might be necessary for another person to head the Management team to drive the new Agenda of the company. ''In that event, Olawepo Sogo ought to cease to be the Managing Director/Chief Executive Officer with immediate effect. In order to avoid a vacuum, Mallam Samuel J. Aliyu, Executive Director (Sales & Marketing) should take over as Acting Managing Director/Chief Executive Officer with effect from 11 October 2016. ''In the light of this, the Chairman called for the views of others. The three non- executive directors, i.e Professor Pai Obanya, Mr. Banji Osunkule and Chief N.O. Okereke spoke in support but the exective directors, i.e Mrs. Olawepo Sogo and Mallam Samuel Aliyu did not comment''. 28. Interestingly and to further support the point being stressed is that nothing else was discussed. Adjournment was taken and the meeting immediately came to an end. There was no resolution/decision made by the Board at that meeting removing the Claimant. Yes. There was a suggestion by the Chairman. Yes. Some of the members commented in support of the suggestion of the Chairman. But the fact remains that no resolution was made by the Board on the issue of removal of the Claimant. No decision was taken. That minutes is clear and unambiguous. It is trite that where the words used in a document are clear and unambiguous nothing else should be or is allowed to be read into it. See Shedowo v. A.G. Lagos (2019) LPELR(CA). 29. There is evidence on record that Claimant was an Executive Director before her appointment as the Managing Director/Chief Executive Officer of the Defendant. One of the reliefs sought is a declaration she is still a Director of the Defendant until she is properly removed in accordance with the provisions of the Memorandum and Articles of association of the Defendant and the provisions of the Companies and Allied Matters Act. I have no evidence before me to the effect that Claimant was removed or has been removed as Executive Director of the Defendant. Claimant maintained that she is still a Director of the Defendant. The Defendant also did not contest that assertion. 30. The Companies and Allied Matters Act has a robust and step by step procedure in section 262 for the removal of a Director. It states thus - (1). A company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its articles or in any agreement between it and him. (2). A special notice shall be required of any resolution to remove a director under this section, or to appoint some other person instead of a director so removed, at the meeting at which he is removed, and on the receipt of notice of an intended resolution to remove a director under this section, the company shall forthwith send a copy of it to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting. (3). Where notice is given of an intended resolution to remove a director under this section and the director concerned makes with respect to its representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company shall, unless the representations are received by it too late for it to do so- (a). in any notice of the resolution given to members of the company state the fact of the representations having been made; and (b). send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company); And if a copy of the representations is not sent as required in this section because it is received too late or because of the company’s default, the director may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting: Provided that copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application wither of the company or any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this Section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the director, notwithstanding that he is not a party to the application. (4). A vacancy created by the removal of a director under this Section if not filled at the meeting at which he is removed, may be filled as a casual vacancy. (5) A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed a director. (6) Nothing in this Section shall be taken as depriving a person removed under it of compensation or damages payable to him in respect of the termination of his appointment as a director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this Section”. 31. The above statutory provisions have not been complied with. In any event the removal of the Claimant as a Director of the Defendant is not issue. I so find. I hold that the Claimant remains a Director of the Defendant. 32. The second issue for determination is whether the Claimant is entitled to her claims or any relief at all. Claimant sought 14 reliefs from the court. The first relief sought is for a declaration that the purported termination of the claimant’s employment as MD/CEO of the Defendant is inconsistent with Clauses 56 & 60 of the Memorandum and Articles of Association. I have found and held in this Judgment that the removal of the Claimant by the Board of Directors of the Defendant was wrongful not being in conformity with the provisions of the Articles of Association. The removal of the Claimant as the Managing Director was a wrong for which the court must find remedy for him. For it is a trite law that where there is a wrong there must be a remedy. See A.A. Atta Nigeria Limited v. Conoil Plc (2018) LPELR (CA). I therefore grant the first relief sought. 33. The second relief sought is for a declaration that the Board of Directors meeting during which the Board purportedly determined the Claimant’s appointment as MD/CEO being inconsistent with clauses 56 and 60 of the Defendant’s Memorandum and Articles of Association and Section 266(3) of the Companies and Allied matters Act. I already found earlier in this Judgment that the removal of the Claimant as Managing Director was in clear violation of the provisions of the Articles of Association of the Defendant’s company. I so find and hold. 34. The third relief is for a declaration that all meetings of the Board of Directors and decisions taken thereat, purportedly held by the Defendant without service of Notices in accordance with Art.58 of the Memorandum and Companies & Allied Matters Act are Invalid. Section 266 of CAMA provides that every director shall be entitled to receive notice of the directors’ meeting, unless he is disqualified by any reason under the Act from continuing with the office of the director. This Court has held in this Judgment that Claimant remains a Director of the Defendant. But what is the basis for this head of relief? I do not find any justification for the declaration sought. Indeed to grant same will have far reaching negative effects and impact on the Defendant as a going concern. I therefore refuse and dismiss same. It is in the light and for the same reason that I refuse and dismiss relief 4 as sought. 35. The fifth relief is for a declaration that the Claimant remains the valid and legal MD/CEO of the Defendant until her employment with the Defendant is lawfully and validly determined. By the resolution of issue 1, this head of claim has been granted. In much the same vein and for same reason as contained in the resolution of issue 1 set down for determination, relief number 6 is also granted. 36. The seventh relief is for a declaration that the failure of the Defendant to remit the Claimant’s pension as deducted from July, 2015 to the Claimant’s pension fund administrator in accordance with the Pensions Reform Act 2004 is illegal, unlawful and wrong. The Defendant’s Counsel argued that the Claimant ran the day to day affairs of the company from the period 30th April 2014 to 10th October, 2016 and cannot sue the Defendant for acts of illegality which she was a party during the period of her management. 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. Exh. OO8 is the letter of the National Pension Commission to the Defendant on the complaint of the Claimant to it. On page 2 of that exhibit, the National Pension Commission, aside from chastising the Defendant for the infraction of the Pension Reforms Act, said - ''Consequently, you are requested to remit all outstanding contributions for your employees (including ex-employees) from January, 2005 to date plus interest penalty at not less than 2% per month on the total outstanding contributions that remain unpaid. You are also required to forward evidence(s) of compliance to the Commission within two weeks from the date of receipt (sic) this letter''. 37. The reaction of the Defendant was contained on page 3 of that exhibit where it simply conceded to the allegation of non-remittance of pension deductions of its employees. There is no evidence before me to the effect that the Defendant had complied till date. The Defendant having conceded to have not remitted the pension deductions of the Claimant it only makes sense for this head of claim to be granted. I therefore declare that the failure of the Defendant to remit the Claimant's pension as deducted from July 2015 to the Claimant's Pension Fund Administrator in accordance with the Pension Reform Act, 2004 is illegal, unlawful and wrong. The Defendant is here ordered to immediately remit the said pension as deducted from July, 2015 to Claimant's Pension Fund Administrator in accordance with the Pensions Reform Act, 2004 immediately. 37. The eight relief is for an Order reinstating the Claimant as MD/CEO of the Defendant until her employment is properly determined. The wrongful removal of the Claimant was in 2016. The Supreme Court of Nigeria, per Karibi-Whyte JSC, of blessed memory, in Olaniyan & Ors. v. Unilag & Anor. (1985) LPELR-2565, relying on Hodge v. Ulter-Electric Ltd. (1943) I KB. 462, 466 and Morris v. Gestetner (1973) 1 WLR. 1373, 1382 commenting on the meaning of the word reinstatement, said as follows - ''I do not take the word reinstatement to be a term of art. Its ordinary and primary meaning is to replace the person to the exact position in which he was before his removal. ... That is to restore him to his status quo ante. It is therefore retroactive in effect, and involves a revocation of the act of dismissal and restoration of payment of wages for the intervening period''. 38. In Balogun vs. University of Abuja, (2003) 13 NWLR Part 783 p.42, it was held that in contracts with statutory flavour, unless the contract of employment is properly determined in the manner envisaged by the contract of employment, an order of specific performance or reinstatement will normally be made by the court, meaning that once a finding is made by a trial court that an employment has statutory flavour, and the termination was wrongly made and void, the only consequential order that can follow such finding is the re-instatement of the employee. It was stated that the trial court having made a finding that the termination of the appellant's employment was not in accordance with the statutory regulations that governed the employment and thus declaring the termination null and void, the only inference of that finding, was that, the employment of the appellant is deemed to be continuous. It would be as if there had never been a termination. An order of reinstatement will therefore be the only logical order to follow such finding. 39. Though reinstatement is a necessary order to follow once a finding of wrongful termination or dismissal is made of an employment with statutory flavor, there are however situations where the Court would not make such an order. For instance where the Claimant though entitled to be reinstated has attained the statutory age of retirement from service. Secondly where the office of the Claimant is no longer in existence as where it has been abrogated or cancelled. Thirdly, where the office hitherto occupied by the Claimant is no longer vacant to be occupied by him. Such as where the office has been legally occupied by another person. 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. 40. Claimant also sought for an order directing the Defendant to pay the Claimant her entire salaries and allowances from the June 2016, till the date the Claimant’s employment with the Defendant is lawfully and validly determined at the rate of =N=250,000 only, per month. Claimant’s appointment was terminated in violent breach of the provisions of Clauses 56 and 60 of the Defendants memorandum and articles of association and the provisions of the CAMA on removal of directors. That was on 10/10/16. The instrument appointing the Claimant as Managing Director/Chief Executive Officer (Exh. AS7) did not indicate the duration of that appointment. This action was filed on 23/5/18. That is a period of 30 months. I hold that for all intents and purposes, Claimant remained a Director of the 1st Defendant till the date of filing this suit and that upon the filing of this suit, her appointment with the Defendant came to an end. I hold that the employment of the Claimant is deemed terminated on 23/5/18 and Claimant is therefore entitled to all her salaries and allowances from 10/10/16 to 23/5/18. The Claimant failed to lay evidence as to how she arrive at the sum of =N=250,000.00 per month, she did not tender her pay slip. There is also no evidence of her Bank statement of account showing the regular monthly transfer of a sum certain to her Bank account by the Defendant. However, Exh. 0010 dated 27th March, 2018 which emanated from the Defendant states the Claimant’s Outstanding Salaries for the months of June 2016 to October 2016 as =N=3,009,624.60. This puts Claimant's monthly salary and allowances at =N=601,924.92. When this sum is multiplied by 30 months it comes to =N=18, 057, 747.6. I thus award to the Claimant the sum of Eighteen Million, Fifty Seven Thousand, Nine Hundred and Twenty Four Naira and Six Kobo (=N=18,057,747.6) as the Claimant’s salaries for the month of June 2016 to May 2018 when this action was filed. The Defendant is ordered to pay the said sum over to the Claimant immediately. I note that by Exh. 009, certain sums have been paid to and acknowledged by the Claimant. Cognizance must be taken of such already paid. However, the Claimant is still entitled to the sum of paid as Benefit in lieu of notice(Net) already paid to her. The amount paid is not to be deducted from the sum ordered to be paid to the Claimant by this Judgment. 41. Claimant sought an order directing the Defendant to publish a public apology to her in one national daily newspaper - half page, for the wrongful, unlawful determination of her employment by the Defendant. Exh. AS16 & Exh. AS17 are NPa Newsletter of July to September, 2016 and the Nigerian Tribune Newspaper publication of 12/10/16 respectively. In the former is a publication under the heading HEBN Appoints New Managing Director while the latter publication carried a title HEBN publishers appoints new MD/CEO. My simple understanding of what was published in both exhibits was only meant to inform the public, as rightly argued by the learned Counsel to the Defendant respecting changes in its corporate or management team. It is after all a statement of fact that the Claimant was removed. I hold that the public deserves the right to know. I refuse to grant the relief sought the basis for same not having been justified before me. 42. Claimant also sought an order directing the Defendant to pay the Claimant the sum of =N=100,000,000.00 as damages for wrongful and unlawful termination of her employment with the Defendant. General damages are such that the law will presume to be the direct natural and probable results of the acts complained of which need not be strictly proved unlike special damages. See the cases of UTC (Nig.) Plc. vs. Philips (2012) 6 NWLR (Pt.1295) 136 at 46; and Zenith Bank Plc. vs. Ekereuwem (2012) 4 NWLR (Pt.1209) 207. See also Felix George and Company Limited v. Afinotan & Ors. (2014) LPELR-22982(CA). The wrong committed against the Claimant by the Defendant was her wrongful removal as the Managing Director/Chief Executive Officer of the Defendant. What the Claimant lost was, inter alia, her salaries, allowances and other perquisites of office. This Court has declared the removal wrongful and unlawful. The Court has also ordered payment to the Claimant her salaries and allowances up and until the day she approached this Court for judicial redress. All that, I dare say, is sufficient and adequate compensation to the Claimant for the wrong of the Defendant. To further award any sum any under the guise or rubric of general damages will amount to double compensation. In Armels Transport v. Transco (Nig.) Ltd. (1974) 11 SC 237 followed by Rhodes Vivour JCA (as he then was) in Zenith Plastics Industry Limited v. Samotech Limited (2007) LPELR-8260, the Supreme Court of Nigeria stated that the rule against double compensation prevents a party from claiming under two heads using different names. Consequently, once a litigant is well compensated under one head of damages he should not be awarded damages under another head, and so an award of damages based on double compensation to a plaintiff/complainant is erroneous in law and will not be allowed to stand. See Agaba v. Otobusin (1961) All NLR p. 299; (1961) 2 SCNLR 13. I thus refuse and dismiss this claim for award of general damages. 43. The Rules of this Court allows award of post judgment at a rate not less than 10% interest per annum. The entire sum due to the Claimant under this Judgment, except cost, shall therefore attract interest at the rate of 15% per annum from today until same is finally liquidated. 44. Cost, it is said, follows event. The Defendant shall pay to the Claimant the sum of =N=200,000.00 only as the cost of this action. 45. Finally, for the avoidance of doubt and for all the reasons as contained in this Judgment, 1. I declare that the purported termination of the Claimant’s employment as Managing Director/Chief Executive Officer (MD/CEO) of the Defendant is inconsistent with Clauses 56 and 60 of the Memorandum and Articles of Association of the Defendant, Section 262(1) & (2) of the Companies and Allied Matters Act, therefore is wrongful, unlawful, invalid, null and void and of no legal effect. 2. I refuse and dismiss a prayer for a declaration that all meetings of the Board of Directors and decisions taken thereat, purportedly held by the Defendant without service of the Notices in accordance with Article 58 of the Memorandum and Articles of Association of the Defendant and Section 266 of the Companies and Allied Matters Act are invalid. 3. I refuse and dismiss a prayer for a declaration that all General meetings of members purportedly held by the Defendant without service of the Notices in accordance with Article 37 of the Memorandum and Articles of Association of the Defendant and the provisions of Section 219 Companies and Allied Matters Act are invalid. 4. 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. 5. 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. 6. I declare that the failure of the Defendant to remit the Claimant’s pension as deducted from July 2015, to the Claimant’s Pension Fund Administrator in accordance with the Pensions Reform Act, 2004 is illegal, unlawful and wrong. 7. I refuse and dismiss a prayer for an order reinstating the Claimant as MD/CEO of the Defendant until her employment is properly determined as that office is no longer available for occupation by the Claimant. 8. I award to the Claimant the sum of Eighteen Million, Fifty Seven Thousand, Nine Hundred and Twenty Four Naira and Six Kobo (=N=18,057,747.6) as the Claimant’s salaries for the month of June 2016 to May 2018 when this action was filed. The Defendant is ordered to pay the said sum over to the Claimant immediately. 9. I declare that the failure of the Defendant to remit the Claimant's pension as deducted from July 2015 to the Claimant's Pension Fund Administrator in accordance with the Pension Reform Act, 2004 is illegal, unlawful and wrong. 10. Claimant is here ordered to immediately remit the said pension as deducted from July, 2015 to Claimant's Pension Fund Administrator in accordance with the Pensions Reform Act, 2004. 11. I refuse and dismiss an order directing the Defendant to publish a public apology to the Claimant in one National daily newspaper – half page, for the wrongful, unlawful determination of the employment by the Defendant there being no basis for the same. 12. I refuse and dismiss an Order directing the Defendant to pay the Claimant the sum of =N=100,000,000.00 (One Hundred Million Naira) as damages for wrongful and unlawful termination of the Claimant’s employment with the Defendant. 13. The entire sum due to the Claimant under this Judgment, except cost, shall therefore attract interest at the rate of 15% per annum from today until same is finally liquidated. 14. The Defendant shall pay to the Claimant the sum of =N=200,000.00 only as the cost of this action. 46. Judgment is entered accordingly __________________ Hon. Justice J. D. Peters Presiding Judge