Ladipo Sanusi
Trouble is brewing for the Nigerian arm of one of the most successful beer brands worldwide, Guinness Nigeria Plc.
A pharmaceutical company has asked a Federal High Court in Lagos to wind up the brewery over a debt of N175, 699, 317. 99.
After a stout defense by Guinness’ lawyers, Justice Hadizat Rabiu-Shagari of the Federal High Court adjourned till March 28, 2017, for hearing of the winding-up petition filed by Pharma-Deko Plc.
Winner of the Best Multinational Company in Nigeria Awards, the brewery of Arthur Guinness at St. James’s Gate in the capital city of Dublin, Ireland which opened shop in 1759, operates in almost 50 countries and its product is available in over 120.
First Guinness brewery outside of Ireland and Great Britain was built in Lagos in 1962.
In the suit marked FHC/L/CP/69/2017, filed before the court, by Mrs. E. Etomi, of Chief Rotimi Williams’ Chambers, and argued before the Court by Chief (Mrs) Williams Akinjide (SAN) Pharma-Deko Plc, is urging the Court to wind-up Guinness Nigeria Plc, due to inability to pay the undisputed contractual debt.
Pharma-Deko is also urging the court to appoint an official Receiver, as a provisional liquidator.
The petitioner also stated that its request to wind-up the respondent was pursuant to the Provision of the Companies and Allied Matters Act Cap. C20, Laws of the Federation of Nigeria, 2004.
At the resumed hearing of the petition on Thursday, lawyer to Guinness Nigeria Plc. Mr. Babatunde Fagbohunlu (SAN) informed the court of its client’s application challenging the court’s jurisdiction to hear the petition.
However, Chief (Mrs.) Akinjide (SAN), lawyer to the petitioner acceded to the submission of the respondent’s lawyer. She asked the court for an adjournment for the hearing of the applications.
Consequently, the Judge adjourned the hearing of the application till March 28.
The petitioner, in an affidavit of verifying winding-up petition deposed to by its production manager, Olukayode Isola, said that it entered into a canning with the Guinness Nigeria Plc, and as a result of breach of contract by the company, an arbitration proceedings was conducted in accordance with the contract on the basis of which an award was made on July 1, 2016.
It also stated that Guinness participated in the proceedings fully and received the award at the same time it received it.
It added that by the award referred to, Guinness Nigeria Plc was contractually indebted to it in the sum of N175, 699, 317.99.
It stated further that all efforts since July 1, 2016, to get the contractual debt paid had been ignored or refused by Guinness, despite writing and forwarding several demand notices in pursuant to statutory laws.
In response to the winding-up proceedings, Guinness urged the court to strike out the suit in its entirety for want of jurisdiction.
In its affidavit in support of the Motion for striking out of the suit deposed to by Rotimi Odusola, the company’s legal director and Company Secretary, stated that by the notice of Arbitration dated February 10, 2010, Pharma-Deko Plc instituted an arbitration against Guinness, alleging a breach of contract and unlawful termination of contract canning agreement dated July 2006.
Upon the conclusion of the Arbitration, the sole arbitrator allegedly published a final award on July 1, 2016, of the sum of N195, 167, 986. 87, which was subsequently corrected and republished on August 1, 2016, in favour of Pharma-Deko Plc.
It however stated that upon the counter-claim filed by the Pharma-deko Plc, the Arbitrator awarded the sum of N21, 222, 421.43, to Guinness Nigeria Plc, thereby leaving a balance of N175, 699, 317. 99.
It further stated that Pharma-Deko Plc only presented the winding-up proceedings under the guise or pretext that Guinness is insolvent, adding that winding-up proceedings is not the proper mode of enforcing an arbitral award as set out in the law regulating Arbitration proceedings in Nigeria.
It also stated that the award is statue barred and unenforceable in law.
Consequently, Guinness urged the court to strike out Pharma-Deko Plc’s winding-up petition for want of jurisdiction.