The Appellant Company was founded by one late Nze Uche Okafor, who had seven wives, and fifty-five Children. Before his death in January 2007, the late Uche Okafor, had by a letter dated 27/1/2004, tendered his resignation as the Chairman/Managing Director/Chief Executive of the Company, to the Board of Directors, and appointed his son, "Edozie Uche Okafor", as his nominee for the said position.

At its General Meeting held on 6/8/2004, it was resolved as follows:

Paragraph 80(d) of the Company's Articles of Association dated 4/8/2004 therefore read:

Mr. Edozie Uche Okafor, having been nominated by Chief Uche Okafor to succeed him as Chairman, Managing Director/Chief Executive (MD/CEO) of the Company is hereby made a life Director of the Company and the Chairman, Managing Director and Chief Executive of the Company for life. The said Edozie Uche Okafor is hereby made the Chairman of the Board of Directors for life. Any contrary provisions to this effect on this Articles of Association is to be interpreted subject to the provision of this Clause.

Following the desire of some shareholders to divest from the company, an Extra Ordinary General Meeting of the Company was held whereupon a 10-man Asset Valuation Committee was set up to value the company’s assets and fix a share price. Upon conclusion, a share price of N1.50 was submitted and this was subsequently rejected. Upon further negotiations a compromise share price of N2.65 was arrived at.

At the Annual General Meeting (AGM) of the Company held at Aba on 9/3/2007, the SPECIAL BUSINESS on the AGM's Agenda was:

To receive and adopt N2.65k as the value of each share of U.O.O. Nigeria Plc., as agreed by the Members of the Revaluation Committee.

But, as the Chairman, Nze Edozie Okafor, was reading his Address, and mentioned the said unit price of N2.65k, there was commotion, and the Meeting became very rowdy. The said Nze Edozie Okafor left the venue of the Meeting when the first Respondent moved a Motion for his removal as Chairman of the Company. He was later informed that the Directors and Shareholders, who stayed behind, voted to remove him as the Chairman and that the first Respondent, who moved the said Motion, was appointed the new Chairman.

On 21/3/2007, Nze Edozie Okafor took out an action against the Respondents at the Federal High Court, Lagos in the name of the Appellant Company. On 13/7/2007, he summoned a Meeting of the Board of Directors to ratify his action, and the Board resolved that: The action taken by the Chairman to go to Court to challenge the alleged removal of the Chairman was in order and thereby gave its authority to the effect that the matter should be diligently pursued.

He therefore challenged his removal and demanded that he be re-instated.

The learned trial Judge, Okeke, J. dismissed the Appellant's claim and granted the counter-claim of the Respondents. His appeal to the Court of Appeal was dismissed hence this appeal to the Apex Court.