Disputed 5.3bn Shares: Court Adjourns Barbican/FBN Holdings Suit as Ecobank’s Recusal Motion Remains Pending

Justice Ayokunle Faji has adjourned further proceedings in the suit filed by Barbican Capital Limited against First Bank of Nigeria Holdings Plc (FBN Holdings) to January 20, 2025.

The case involves a dispute over 5,386,397,202 shares, valued at billions, with lingering disagreements on whether the suit should be struck out or dismissed following the plaintiff’s notice of discontinuance.

At today’s proceedings, Barbican Capital Limited, represented by Mr. Bode Olanipekun (SAN), urged the court to strike out the suit.

Mr. Babajide Koku (SAN), who appeared for FBN Holdings alongside Abubakar Sulu-Gambari (SAN) and others, stated that his client did not oppose the withdrawal of the suit but would not withdraw its counterclaim. Chief Hakeem Afolabi (SAN), representing the Central Bank of Nigeria (CBN), aligned with this position, stating the CBN also did not oppose the withdrawal.

However, both Koku (SAN) and Afolabi (SAN) argued that the suit should be dismissed instead of being struck out, as issues had already been joined before the notice of discontinuance.

In response, Olanipekun (SAN) countered that the dismissal of a suit is not automatic even when issues have been joined, urging the court to strike out the suit instead. Following extensive submissions, Justice Faji directed all parties to file written addresses on their positions regarding the appropriate course of action.

Barbican Capital Limited initiated the suit (FHC/L/CS/1172/24), claiming it had cumulatively acquired 5,386,397,202 shares, representing 15.1% of FBN Holdings’ shares listed on the Nigerian Stock Exchange.

Ecobank Limited, represented by Adekunle Ogunba (SAN), opposed Barbican’s claims, alleging that the funds used to purchase the shares were diverted from the proceeds of Honeywell Flour Mills’ sale to Flour Mills of Nigeria Plc. Ecobank argued that this was part of a scheme orchestrated by the Honeywell companies and their chairman, Dr. Oba Otudeko, to evade debts owed to the bank, despite a Supreme Court ruling affirming the indebtedness.

Ecobank has filed two critical applications:

1. A motion for joinder, seeking to be included as a party in the suit.

2. A motion for the judge’s recusal, citing potential bias due to Justice Faji’s earlier involvement in a related dispute between Ecobank and Honeywell. In that matter, Justice Faji ruled in favor of Honeywell companies, a decision subsequently overturned by higher courts, affirming Honeywell’s indebtedness to Ecobank.

At the last hearing, Ogunba (SAN) expressed surprise at the plaintiff’s notice of discontinuance, stating that Ecobank had not been served and noting the pendency of its applications before the court.

With the issue of whether to strike out or dismiss the suit unresolved, Justice Faji adjourned the matter to January 20, 2025, to allow parties to file and exchange their written submissions.

This case remains pivotal as it intertwines allegations of financial mismanagement, shareholder disputes, and corporate debt recovery involving some of Nigeria’s most prominent financial entities.

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