Bureau of Public Enterprises & Anor v. BFI Group Corporation

This case had a chequered history – this is the second time the parties litigated issues connected with the underlying dispute and found its way from the trial Court to this Court. I will quickly provide a summary for ease of understanding of the matter which gave rise to the present appeal.

Sometime in 2004, the 1st Appellant advertised for expression of interest from interested bidders for the privatisation of the Aluminium Smelter Company of Nigeria (ALSCON). At the end of the exercise, the Respondent was declared the preferred bidder. By a letter dated 17th day of June, 2006, the 1st Appellant communicated the conditions, that the Respondent must pay off 10% of the bid price within 15 days of the receipt of the letter. This condition did not go down well with the Respondent, who asserted that, by the terms of the Memorandum of Understanding dated 20th day of May, 2004 executed by the parties, the only condition is for the preferred bidder to make payment of 10% of the accepted bid price within 15 days from the date of execution of the Share Purchase Agreement (SPA). Due to the refusal of

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the Respondent to make pay in accordance with the payment timeline introduced by the Appellant. On the 8th day of July 2004, the 1st Appellant terminated the contract between the parties and the Respondent who was naturally aggrieved by the termination of the contract sued the 1st Appellant at the Federal High Court, claiming several declaratory and injunctive reliefs as well as an order of specific performance, as follows:
“(a) An order of declaration that the acceptance of the plaintiff’s bid price of the sum of US $410 million for the acquisition of 77.5% shares as core investor in ALSCON by the defendant at the bid/auction sale of ALSCON sale held on 14/6/2004 constituted a binding contract between the parties.
(b) A declaration that the bid by the plaintiff for the purchase of ALSCON 77.5% shareholding of the Federal Government of Nigeria under supervision and control of the defendant by which the plain tiff emerged winner on the 14th day of June, 2004 is valid, extant, and irrevocable.
(c) An order of declaration that the understandings and agreement reached at the technical bids conference held on 20/5/2004 constituted the terms and

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conditions for the bid and the payment for the acquisition of 77.5% shares on ALSCON by a Strategic Core Investor under the Federal Government of Nigeria Privatization Programme.
(d) A declaration that the terms of payment for the 10% initiaI bid price is as stated in paragraph F of the confirmation of understandings and agreements made by the defendant and the plaintiff on 20th May, 2004 which state inter alia that the bid price is to be paid within 15 working days of signing the Share Purchase Agreement (SPA) while the outstanding 90% bid price is to be paid within 90 calendar days.
(e) A declaration that the purported letter of the defendant dated 9th July, 2004 titled “Application for Extension of time” and alleging default of paying the 10% of the bid price was a ruse meant to cover the defendant’s illegality as no application for extension of time was made on 8th July, 2004 when the plaintiff was ready and willing to sign the SPA in the defendant’s office and no default was made by the plaintiff in the payment of the said 10% of the bid price.
(f) A declaration that the postponement of the signing ceremony of the Share Purchase

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Agreement (SPA) from 8th July, 2004 to 9th July, 2004 by the defendant was a stratagem designed by the defendant to prevent the plaintiff from taking benefits of the contract willingly entered into by both parties and for which the plaintiff had altered its position to its detriments at the instance of the defendant.
(g) A declaration that the letter written by the defendant to the plaintiff unilaterally terminating the said contract is illegal, void and unconstitutional to say the least.
(h) A declaration that the defendant had deliberately made the plaintiff alter its position to the latter’s disadvantage by making the plaintiff commit huge financial resources which include among others the sum of US 3million and another US $1 million bond made in favour of the defendant as well as loss of goodwill, attraction of business partners, affiliate, investors, submission of expression of interest statement, legal evaluation of information memorandum, bidding documents, pre-due diligence technical conference, 3 weeks on sight date room due diligence review at Ikot Abasi, Joint Technical Question and Answer Conference, submission and evaluation of

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financial and material resources injected into the bidding exercise at the instance of the defendant.
(i) An order of this honourable Court granting a decree of specific performance mandating the defendant to provide the share purchase agreement for execution by the parties to enable the plaintiff pay the agreed 10% of the accepted bid price of US $410 million (i.e. the sum of US $41 million) within 15 working days from the date of the execution of the Share Purchase Agreement in accordance with the agreement dated 20/5/2004.
(j) A declaration that the defendant is bound to accept payment of 10% of the Bid Price from the plaintiff within 15 days from the date of signing the Share Purchase Agreement (SPA) by the parties.
(k) An order of perpetual injunction restraining the defendant, its servants, agents, privies, management or howsoever called from inviting any further bidding for the sale and acquisition of ALSCON in violation of the contract between the plaintiff and defendant and or from negotiating to sale, (sic) selling, transferring or otherwise handing over the Aluminium Smelter Company of Nigeria Ltd (ALSCON) to any person or

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persons in violation of the contract between the plaintiff and the defendant.”

At the end of hearing, the trial Court, in its judgment, found that there was no valid or enforceable contract between the parties capable of being enforced by the Court and thereby dismissed the Respondent’s claim. The Court of Appeal affirmed the decision of the trial Court. Still aggrieved, the Respondent appealed to this Court and in a decision reported in [2012] 18 NWLR (Pt. 132) 209, the Respondent’s appeal was allowed and this Court, per FABIYI, JSC held as follows:
“1. An order of specific performance is hereby decreed mandating the respondent to provide the mutually agreed share purchase agreement for execution by the parties to enable the plaintiff pay the agreed of the accepted bid price of US $410 Million (i.e. the sum of US $41 Million) within 15 working days from the date of the execution of the Share Purchase Agreement in accordance with the agreement dated 20/5/2004 and 90% balance of bid price shall be paid within go calendar days.
2. It is declared that the defendant is bound to accept payment of 10% of the bid price from the appellant within 15

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days from the date of signing the Share Purchase Agreement (SPA) by the parties.
3. An order of perpetual injunction is made restraining the defendant, its servants, agent, privies, management or howsoever called from inviting any further bidding for the sale and acquisition of ALSCON in violation of the contract between the plaintiff and defendant and or from negotiating to sell, selling, transferring or otherwise handing over the Aluminium Smelter Company of Nigeria ALSCON to any person or persons in violation of the contract between the plaintiff and the defendant.”

In the aftermath of the decision of this Court above, another round of dispute arose between the parties, which resulted in filing of an Originating Motion by the Respondent in Suit No. FHC/ABJ/CS/901/2003, for the enforcement of the orders of this Court enumerated above. In a judgment dated 30th day of September, 2014, the trial Court found in favor of the Respondent and made certain enforcement orders. The 1st Appellant’s appeal against the enforcement order was allowed, resulting in the handing down of a new enforcement order by the Court of Appeal to the effect that the judgment

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of this Court must be enforced, and the Appellant was directed to provide the mutually agreed Share Purchase Agreement for execution by the parties. However, both the 1st Appellant and the Respondent were unable to see eye to eye as to whether certain documents regarded as annexures by the Respondent form part of the mutually agreed SPA directed to be executed by the parties.

This development led to the commencement of contempt proceedings by the Respondent against the Appellants with the issuance of Forms 48 and 49 as well as motion on notice for contempt. The Appellants filed a notice of preliminary objection to the committal proceedings primarily on grounds of improper service. On the 13th day of November, 2019, the trial Court heard the motion on notice and the notice of preliminary objection together and delivered its judgment on the 17th day of December, 2019, finding the Appellants guilty of contempt of Court and sentencing the 2nd Appellant to imprisonment. The Appellants’ appeal to the Court below was dismissed vide a judgment delivered on 21st day of January, 2022, hence the present appeal initiated by a notice of appeal dated 24th day of

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January, 2022 containing 6 (six) grounds of appeal. In accordance with the practice in this Court, after the records of appeal were compiled and transmitted, Counsel for the contending parties prepared and exchanged their respective briefs of argument. Chief Chris Uche, SAN, leading other Counsel settled the Appellants’ brief on 22nd day of June, 2022. A Reply brief was filed on 31st day of May, 2023 on behalf of the Appellants in response to the Respondent’s brief of argument. In the Appellants’ brief of argument, two (2) issues were distilled for the determination. The issues are set out as follows:
1. “Whether the Court below was right in upholding the conviction of the Appellants for contempt of Court when there was no proper service of Forms 48 and 49 as well as the motion for committal on the Appellants?
2. Whether the Court below was right in holding that the offence of contempt of Court was proved against the Appellants, notwithstanding the Share Purchase Agreement having been executed by both parties as directed by the Court order?”

Learned Senior Counsel Ikwueto, SAN, leading other Counsel prepared the Respondent’s brief of argument

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and filed on the 5th day of May, 2023, wherein two corresponding issues for determination were nominated, the issues are as follows:
1. “Whether the Court below rightly affirmed the conviction of the Appellants for contempt of Court after being satisfied that proper service of the relevant Forms 48 and 49 was effected on the Appellants in the peculiar circumstances of this case?
2. Whether the Court below rightly convicted the 2nd Appellant for contempt of Court in the circumstances of this case?”

SUBMISSIONS OF COUNSEL FOR THE APPELLANTS
ISSUE ONE
Learned Counsel for the Appellants submitted that the provisions of the relevant statutes governing committal proceedings arising from non-compliance with Court orders, must be strictly complied with. Counsel relied on Section 72 of the Sheriffs and Civil Process Act, Laws of the Federation of Nigeria, 2004; Order IX Rule 5(1) and 13 of the Judgments (Enforcement) Rules; Order 35 Rule 2(2) of the Federal High Court (Civil Procedure) Rules, 2019; the decision of this Court in UHUNMWANGHO V. OKOJIE & ANOR (1989) 5 NWLR (Pt 122) 471 at 487, para D to submit that the relevant processes

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in committal proceedings must be served personally. Counsel contended that the alleged contemnor in this case is a company and not a natural person, and there was no order of Court for substituted service on the 2nd Appellant, Mr. Alex Okoh, the Director General of the 1st Appellant. Learned Counsel said that the two Forms 48 filed on 29th March, 2019 and 2nd April, 2019 were issued only against “The Director General of the Bureau of Public Enterprises” and not against the Bureau of Public Enterprises, which company was a party on record. It is the argument of counsel that if the committal for contempt is for the Director General of the Bureau of Public Enterprises, then the processes must be served on him personally, but if it was the 1st Appellant, then they must be served in the manner provided by Section 24 of the Public Enterprises (Privatisation and Commercialisation) Act, Cap. P38, Laws of the Federation of Nigeria, 2004. Learned Counsel contended that the 2nd Appellant was not served personally with the committal processes and that no separate or additional committal processes were served on the Appellant, none having meant for the company. Counsel

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further submitted that the affidavits of service of Form 49 and the Motion on Notice for Committal were not annexed nor exhibited by the Respondent. Halsbury’s Laws of England Vol 9(1) at page 289 and Order 6 Rule 5 of the Federal High Court (Civil Procedure) Rules, 2019, were relied on in support of the contention that the 2nd Appellant must either be personally served or leave of Court obtained to effect substituted service. The decisions in AG, EDO STATE & ANOR V. CHURCHGATE INDUSTRIES LTD & ANOR (2016) LPELR – 41439 (CA) 35-36, PARA D, ONOWU V. OGBOKO & ORS (2016) LPELR – 40074 (CA) 26-27, PARA D, IHEDIOHA & ANOR V. OKOROCHA & ORS (2015) LPELR- 40837 (SC) 70, PARA S, EMEKA V. OKOROAFOR & ORS (2017) LPELR – 41738 (SC) 54 – 55, PARA B, BOYO V. STATE (1970) LPELR -797 (SC) 3-5 were all relied on by the Appellants in support of their submission.

In response, the learned Counsel for the Respondent submitted that the Appellant’s submission that improper service of Forms 48 and 49, robbed the lower Courts of the jurisdiction to entertain the proceedings in this case is an adventure in technicality which has no place in modern day

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jurisprudence, relying on the decisions in ASOGWA V. CHUKWU (2003) 4 NWLR (Pt. 811) 540 at 578, AFOLABI V. ADEKUNLE (1983) ALL NLR; (1983) 8 SC (REPRINT) 75 AT 91. In the instant case, learned Senior Counsel argued, there is no dispute that the 2nd Appellant is the Director General of the 1st Appellant, and all the correspondences exchanged between the 1st Appellant and the Respondent were signed by or addressed specifically to the 2nd Appellant as Director General of the 1st Appellant; also, both Appellants were represented at the trial Court by the same persons. Counsel submitted that the affidavit of service of Forms 48 and 49 clearly states that the processes were served on the Appellants “personally to the Registry of the D.G. of the Bureau of Public Enterprises.”

Learned Counsel further submitted that if the Appellants were serious that they were not properly served with the Forms, they ought to have challenged the Affidavit of Service in line with the procedure recognised by law, relying on the decision in I.B.W.A. V. SASEGBON (2007) 16 NWLR (Pt. 1059) 195 at 221. Learned Counsel submitted that the Court appreciated the importance of service of

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processes and its effect on the Court’s jurisdiction, by referring to Section 24 of the BPE Act; and the proof of service contained in the records of appeal. Counsel relied on the decision in UNITED NIGERIA PRESS V. ADEBANJO (1969) 6 NSCC 395 at 396 to argue that the purpose of service is to give notice to the other party; before urging this Court to affirm the concurrent findings of fact made by the two lower Courts in this case, citing AG, EKITI STATE V. DARAMOLA (2003) 5 SC 70 at 82.

In the Reply Brief, Counsel submitted on behalf of the Appellants that the Respondent’s argument that the Appellants’ stance that the 2nd Appellant was not personally served amount to taking technicality too far, is an admission of the fact that the 2nd Appellant was indeed not served personally, citing KAMALU & ORS. V. UMUNNA & ORS (1997) LPELR-1657 (SC) 27, PARAS C- F and other decisions. Counsel further submitted that the fact that the 2nd Appellant signed correspondences on behalf of the 1st Appellant does not change the law on the need for personal service in committal proceedings, which are quasi-criminal in nature. Counsel further submitted since the

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Appellants were not personally served but the processes served at the registry of the 1st Appellant, there was no need for the Appellants to file a counter-affidavit at the trial Court to counter the averments contained in the affidavit of service. Learned Senior Counsel finally submitted that the cases relied upon by the Respondent are not applicable to the facts of this case.

RESOLUTION
The crux of this issue is whether there was proper service of Forms 48 and Form 49 as well as the motion for committal on the Appellants, to reach the conclusion that the jurisdiction of the trial Court was properly activated. While arguing this issue, learned Counsel for the Appellant relied on several provisions of the Sheriffs and Civil Process Act, Laws of the Federation of Nigeria, 2004 (SCPA), Order IX Rules 5(1) and 13 of the Judgments (Enforcement) Rules (JER) made pursuant to the SCPA; Order 35 Rule 2(2) of the Federal High Court (Civil Procedure) Rules, 2019 (FHC Rules). For ease of reference, the referenced provisions are reproduced below.

Section 72 of the SCPA provides for committal for refusal to comply with an order of Court, and it reads:<br< p=”” style=”box-sizing: inherit; margin: 0px; padding: 0px; scrollbar-color: var(–thumbBG) var(–scrollbarBG);”>

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“If any person refuses or neglects to comply with an order made against him, other than for payment of money, the Court, instead of dealing with him as a judgment debtor guilty of the misconduct defined in paragraph (f) of Section 66 of this Act, may order that he be committed to prison and detained in custody until he has obeyed the order in alt things that are to be immediately performed and given such security as the Court thinks fit to obey the other parts of the order, if any, at the future times thereby appointed, or in case of his no longer having the power to obey the order then until he has been imprisoned for such time or until he has paid such fine as the Court directs.”
While Order IX Rules 5(1) of the JER states that “a judgment summons shall be served personally in accordance with the rules for personal service of an ordinary’ summons issued from the Court from which the judgment summons is issued”, Order IX Rule 13 provides thus:
“(1) When an order enforceable by committal under Section 72 of the Act has been made the registrar shall, if the order was made in the absence of the judgment debtor and is for the delivery of goods without

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the option of paying their value or is in the nature of an injunction, at the time when the order is drawn up, and in any other case, on the application of the judgment creditor, issue a copy of the order endorsed with a notice in Form 48, and the copy so endorsed shall be served on the judgment debtor in like manner as a judgment summons.
(2) If the judgment debtor fails to obey the order the registrar on the application of the judgment creditor shall issue a notice in Form 49 not less than two clear days after service of the endorsed copy of the order, and the notice shall be served on the judgment debtor in like manner as a judgment summons.
(3) On the day named in the notice the Court, on being satisfied that the judgment debtor has failed to obey the order and, if the judgment debtor does not appear- (a) that the notice has been served on him; and (b) if the order was made in his absence, that the endorsed copy thereof has also been served on him, may order that he be committed to prison and that a warrant of commitment may issue.”
In relation to application for an order of committal, Order 35 Rule 2(2) of the Federal High Court Rules,

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mandates that
“notice of motion, affidavit, grounds and a writ address shall be served personally on the person sought to be committed except where upon leave of Court, personal service may be dispensed with by substituted service.”
Now, it is incontrovertible that the above provisions spelt out the procedure to be followed in connection with committal proceedings before the trial Court. It must however be noted that the Appellants’ complaint here borders solely on purported improper service of Forms 48 and Forms 49 as well as the application for committal.
Contempt proceedings are a vital aspect of maintaining the authority, effectiveness, and dignity of the judiciary. It is well established in law that any conduct by which the course of justice is perverted either by a party or a stranger is deemed to be a contempt. Acts which are calculated to undermine the authority of the Court and negatively interfere with the confidence of the citizen in the efficacy of its orders will undoubtedly be considered as contempt. In this respect, several procedures have been put in place to set the machinery of the law in motion where it is perceived

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that a person has by his action or omission disobeyed a lawful order or authority of the Court, a person’s action or omission is of such a nature as to undermine the authority of the Court. In Nigeria, by the provisions of Order IX Rule 13 of the Judgment enforcement Rules, the issuance and proper service of Form 48 (Notice of consequences of disobedience to order of Court) and Form 49 (Notice to show cause why order of committal should not be made) are crucial elements that not only go to the root of the case, but the jurisdiction of the Court, they are also vital in ensuring due process and fairness in contempt cases. In ODU V. JOLAOSO (2005) 4 SCNJ 80, this Court, per PATS-ACHOLONU, JSC stressed the importance of proper service of Forms 48 and 49 on the judgment debtor/contemnor at page 89 – 91 of the law report in the following words:
“It is clear from the contents of the form 48; as set out above, that it is aimed at giving notice to anyone believed to be in contempt of an order of Court that unless he takes steps to comply with the Court order in question he would be committed to prison for contempt of the said order of Court. It follows therefore

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that if the person upon whom the form was served takes immediate step to comply with the said order of Court, all he needs to do is merely to immediately inform the Court that he had complied with the order. There would therefore be no need to proceed further with him. The forms 48 and 49 are required to be signed by the Registrar of the Court in which the application for committal is made… The essence of forms 48 and 49 is to appraise and warn him that he risked being put in prison if he did not comply with the contents of the forms which show that he is a contemnor… The forms 48 and 49, When served, as in this case, afford the contemnor the opportunity to recant. These forms provide him with a chance to try and comply with the order of the Court.”
At page 97 lines 14-30 of the same judgment, OGUNTADE, JSC, said as follows and I quote:
“It is clear from a close perusal of Order 9 Rule 13 above that whilst the intention of the lawmaker is to afford a person whose committal is sought for a failure to obey a Court order a hearing before he is committed to prison, such hearing is not the equivalent of a criminal trial in the ordinary manner. It is

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rather a special procedure to expeditiously deal with a recalcitrant person, once the Court is satisfied that an order was made which a person has refused to obey, he may be sent to prison once it appears that notice as inform 48 has been served on him and if the order was made in his absence that a copy thereof has been served on him.”
With the above in mind, it is obvious that the importance of proper (personal) service of Forms 48 and 49, a fundamental component of due process in contempt proceedings, cannot be overemphasized. These forms serve as official notifications to the contemnor, explicitly outlining the consequences of disobedience to a Court order or judgment. Service ensures that the individual is made aware of the allegations against him; and signaling to the contemnor the initiation of contempt proceedings. This notice is not merely a formality but a fundamental right that ensures individuals are informed of the charges against them. It aligns with the broader principle that justice should not only be done but should also be seen to be done. By this means, the contemnor is given the opportunity to respond to the allegations in line with

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the principles of natural justice and fairness.
In this case, the Appellants contended that the two Forms 48 filed on 29th day of March, 2019 and 2nd day April, 2019 were not issued against the 1st Appellant, who was the only party on record in the original suit, but same were issued against the “Director-General of the Bureau of Public Enterprises”. According to the Appellants, if the Forms for committal for contempt were meant for the Director General of the Bureau of Public Enterprises, who in this case is the Appellant, Mr. Alex Okoh, then they must be served personally on him but if the Forms were for the 1st Appellant, the Bureau of Public Enterprises, then the provisions of Section 24 of the Public Enterprises (Privatization and Commercialization) Act, Cap. P38, Laws of the Federation of Nigeria, 2004 (BPE Act) must be complied with. The provision reads as follows:
“A notice, summons or other document required or authorized to be served upon the Bureau under the provisions of this Act or any other law or enactment may be served by delivering it to the Director-General or by sending it by registered post and addressed to the Director-General at

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the principal office of the Bureau.”
Where the words of a statute are clear, there is no room for applying any of the principles of interpretation which are merely presumptuous in cases of ambiguity in the statute. The Court should not impute meanings into the clear words of the provisions of a statute to conform with its view or that of counsel in the case, or based on what the meaning of the said provisions ought to be. Neither the Court nor counsel is entitled to read into a provision what it does not contain. In the instant case, the above provision of Section 24 of the BPE Act is clear and straight forward and does not necessarily require a foray into any other provisions of the BPE Act or any other legislation in order to decipher the intention of the draftsman. It is manifestly clear that in any legal proceedings involving the 1st Appellant, service of any Court processes including notices, summons etc, must be addressed to the Director-General of the Appellant, and delivered to him/her at the principal office of the 1st Appellant. This was done in this case, both Forms 48 and 49 were delivered by the bailiff “personally to the D.G. Registry, BPE

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Office, Abuja.”
It is surprising to say the least that the learned Senior Counsel for the Appellants blew muted trumpet on the aspect of the provision of Section 24 of the BPE Act, which mandates that the notices must be addressed to the Director-General of the Appellant. I am very certain that if the said Forms 48 and 49 were merely addressed to the 1st Appellant as named, learned Counsel will not have hesitated to challenge their service on grounds that the clear provisions of the Appellant’s enabling Act was not complied with. Taking it further, learned Counsel will definitely not resist the temptation to argue that the provisions of the BPE Act, which is a primary legislation, having been enacted by the National Assembly, ranks over and above every other enactment, including the JER made pursuant to the SCPA, and the FHC Rules, when it comes to proper service Of Court processes on the 1st Appellant. I must say that the argument canvassed by the learned Senior Counsel for the Appellants that the 1st Appellant was not properly served is flawed and inconsistent.
By the same token, the argument that the 2nd Appellant, Mr. Alex Okoh, the

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Director-General of the Appellant was not served “personally” with Forms 48 and 49, also fails to withstand logical scrutiny considering the unambiguous provisions of Section 24 of the BPE Act.

At pages 800 – 808 of the records of appeal, the learned Justices of the lower Court correctly considered the status of the 2nd Appellant, the concept of corporate personality, the nature of the order of this Court which the Appellants purportedly disobeyed as well as the judicial authorities on this issue, before reasoning as follows:
“From the onset, it is important not to lose sight of the fact that the judgment of the Supreme Court in SC.12/2008 ordered: “…restraining the defendant/respondent, its servants, agents, privies, management or howsoever called…”
Clearly by this, the apex Court minced no words: it meant the chief executive of the 15t Appellant is a party, and bound, because he is the brain behind the veil, to give effect to the judgment in issue. The fact of the matter is that the Appellant is a corporate entity, run by the 2nd Appellant. Contrary to the vehement contention of learned silk for the appellants, it

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matters very little for the purpose of the law how it was incorporated or who the actual owners are or the purpose of incorporation, what matters is who runs it? Who is to blame where the need to apportion blame arises?…
Contrary to the contention of learned senior counsel for the Appellants, the Appellant does not have to be sole owner or even a part owner of the BPE for that matter, what matters is that he is in charge, and therefore the human element behind the incorporation, whose state of mind is the state of mind of the company to all intents and purposes… The 2nd Appellant is bound by the order of the Supreme Court, and the contention that he is not a party to the judgment is not only untenable but unconvincing to say the least in the circumstances. … The 1st Appellant can sue and be sued and be subject to contempt proceedings where the need arises. It would follow that when there is an allegation of contempt of the orders of Court as in this case, nothing stops the veil of incorporation from being lifting (sic) to hold the chief executive, its operating mind, from being responsible as a biological person. This is because contempt

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charges are criminal or quasi criminal in nature and the corporation can only be liable through its principal officers…”
The reasoning expressed by the learned Justices of the Court below is unassailable. The 1st Appellant, being a juristic person (by virtue of Section 12 of the BPE Act) that can sue and be sued is capable of being a subject of contempt proceedings. Once there is an allegation of contempt of Court orders against a company or statutory body, the Court will not hesitate to hold accountable the directing minds of such entity. Indeed, the concept of corporate personality, which in law recognizes a company upon incorporation or statutory body upon establishment as an artificial person, separate and distinct entity altogether from its members or officers is not absolute. As it is, the law generally does not allow going behind the separate entity accorded the company or statutory body to hold members or officers liable personally for acts or omissions adjudged those of the company or statutory body. The locus classicus on this point is the old English decision in SALOMON V. SALOMON AND COMPANY LTD (1897) AC 22, which was also relied upon by

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the Court below in its judgment. In certain cases, however, the Courts will not hesitate to disregard the existence of the concept of corporate personality and pay regard instead to what really lies behind and the identity of those behind the legal facade for purposes of holding them personally liable for the liabilities or wrongs committed by the company. The corporate personality concept, therefore under express statutory provisions and as well as under common law does not in all cases shield the person who seeks its use most especially for fraudulent purposes or as in this case, to be used as an instrument to perpetuate acts in disobedience of lawful Court orders. See INTL BANK FOR WEST AFRICA V. SASEGBON (2007) LPELR – 8246 (CA). Needless to say, if any corporate entity disobeys a judicial order, the corporate officer responsible for the entity’s disobedience can be sanctioned for contempt.
It is instructive that the 2nd Appellant in this case is named as a party to this suit since he holds the office of the Director-General of the 1st Appellant and by Section 17(2) of the BPE Act, he is the Chief Executive officer of the 1st Appellant. He has been

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brought into the proceedings leading to the present appeal, not in his personal capacity but in his capacity as the Director-General of the 1st Appellant; and it has not been disputed by the Appellants, that the 2nd Appellant is not the Director-General of the 1st Appellant, whom, based on the provisions of Section 24 of the BPE Act, every notices including Forms 48 and 49 in this case, were meant to be addressed to. Indeed, the 2nd Appellant as the 1st Appellant’s Director-General and its Chief Executive, is at the helms of the 1st Appellant’s affairs and is the official responsible for the day-to-day administration of the Bureau. In this case, the 2nd Appellant’s name featured prominently in all the correspondences and agreements, particularly the mutually agreed SPA. It is thus not out of place to say that he should be held accountable for acts or omission of the 1st Appellant which are seen to be contemptuous. Therefore, where an allegation of disobedience of Court orders warranting committal proceedings is made against the 1st Appellant, it is mandatory that the relevant Court summons or notices be issued against the 2nd Appellant so long as he acts in

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his capacity as the Director-General of the 1st Appellant. In this case, service of Forms 48 and 49 by the bailiff of the trial Court by delivery “personally on the D.G’s Registry, B.P.E. Office, Abuja” seems to me proper and sufficient service on both Appellants. This issue is resolved against the Appellants and in favour of the Respondent.

ISSUE TWO
On this issue, learned Senior Counsel for the Appellants submitted that it is clear from the judgment of the Supreme Court and Court of Appeal sought to be enforced, that obligations were imposed on both parties, namely; (a) the 1st Appellant to provide the agreed Share Purchase Agreement for execution by both parties; and (b) the Respondent to pay 10% of IJS$410 Million within 15 working days from the date of execution of the Share Purchase Agreement and to make payment of the balance of the purchase price within 90 calendar days. Learned Counsel submitted that the 1st Appellant complied with its own side of the obligations by executing and providing to the Respondent the Share Purchase Agreement by its letter dated 30th day of January, 2019 for execution by the Respondent as required by the order.

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Counsel said the Respondent was at liberty not to execute the said Share Purchase Agreement rather than execute and unilaterally “force in” documents that were not part of the original agreements between the parties in order to hold at bay the fulfilment of its payment obligations. Citing the decision in DR. SHETTIMA BUKAR ABBA V. ALHAJI MUSA ABBA AJI & ORS (2022) LPELR -56592 (SC); the Blacks Law Dictionary, 9th Edition definition of “contempt of Court”; EZEKIEL-HART V. EZEKIEL-HART (1990) 1 NWLR (Pt. 126) 276; (1990) 2 SCNJ 1 at 2; Section 135(1) of the Evidence Act, 2011; ABBAS & ORS V. SOLOMON & ORS (2001) 7 SC (PT II) 45; Counsel submitted that he who comes to equity must come with clean hands and the standard of proof required in contempt proceedings where there is allegation of disobedience of a Court order, is proof beyond reasonable doubt. Learned Counsel further contended that the Court below did not indicate which evidence before it proved his offence of contempt against the appellants, to justify the committal of the Appellants to prison.

Separately, learned Counsel argued, relying on the case of AG, ANAMBRA STATE V. OKEKE

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(2002) 12 NWLR (Pt. 782) 575, that the trial Court erred when the Court proceeded in the same decision, upon dismissing the preliminary objection challenging the validity of the committal proceedings, to convict the 2nd Appellant for contempt. Learned Senior Counsel for the Appellants finally submitted, relying on the decision in IBHAFIDON V. IGBINOSUN (2001) LPELR – 1396 (SC) 11, PARA D, that the fact of this case comes within the special circumstances where this Court will disturb the concurrent findings of two lower Courts because such concurrent findings are perverse and have occasioned a miscarriage of justice.

Responding on this issue, learned senior Counsel for the Respondent argued that the arguments canvassed by the Appellants that the list of documents do not form part of the SPAA is misleading, since it is clear from Clause 19.1 of the SPA that there are annexures in the said SPA, Counsel submitted that the Appellant through the 2nd Appellant deliberately albeit mischievously insisted that “the annexures do not form part of the mutually agreed SPA the Courts directed parties to execute.” Learned Counsel maintained that the annexures are meant

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to be included in the SPA as part of the SPA, and without the annexures, the SPA will be incomplete. Counsel stressed that the specific references are made to the annexures including 2003 Audited Accounts; Gas Agreement between the Company (ALSCON) and Nigerian Gas Company; Strategic Business Plan; Power of Attorney donated by the Ministry of Finance Incorporated (MOFI) to the 1st Appellant in December 2012 authorizing to sell FGN’s holding in ALSCON. It is the submission of learned Counsel for the Respondent that given that the SPA made reference to the annexures, it is submitted that the proper approach in construing such linked or interconnected documents is to make reference to the provisions of the SPA, relying on IWUOHA V. N.R.C (1997) 4 NWLR (Pt. 500) 419 at 430, Paras B-C; F.G.N. V. ZEBRA ENERGY LTD (2002) 18 NWLR (Pt 798) 162 at 204, Paras B – C and other decisions. Counsel further submitted that the Appellants by their action, intentionally failed to comply with the order of Court and thus liable for contempt. Counsel also submitted that despite failure to resolve the dispute between the parties arising from the inclusion of the annexures as part of

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the SPA, and notwithstanding the binding order of specific performance and perpetual injunction decreed by the Supreme Court in SC/12/2008, the Appellants made a press release referred to the “signing of Addendum No. 2 to the Share Purchase Agreement (SPA) on 17 January, 2018 at the Ministry of Mines and Steel Development (MMSD), DHL/RUSAL (Dayson Holding Limited/Rusal) submitted a Road Map detailing issues that require urgent resolution prior to the commencement of operations which include but not limited to the issue of gas price and supply…” This, according to the learned Senior Counsel, shows that the Appellant from the beginning had no intention whatsoever to respect and obey the judgment of this Court.

In the Reply Brief, learned senior Counsel for the Appellants submitted that the Respondent failed to show the part of the SPA that made provisions for the documents it attached to the SPA which led to the Appellant’s refusal to sign same. He urged the Court to discountenance the cases cited by the Respondent in support of its submissions as they are irrelevant and inapplicable to this case.

RESOLUTION
This issue revolves around the

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question whether the offence of contempt of Court was proved against the Appellants. It is noteworthy that the Appellants are alleged to have disobeyed the order of the Court below dated 11th day of January, 2019 in Appeal No. CA/A/637/2014, which directed the enforcement of the orders made by this Court in Appeal No. SC/12/2004, on 6th day of July 2012. In the said Appeal No. SC/12/2004, while allowing the Respondent’s appeal against the concurrent judgments of the lower Courts, this Court ordered as follows:
(i) “An Order of specific performance is hereby decreed directing the Defendant/respondent to provide the mutually agreed Share Purchase Agreement for execution by the parties to enable the Plaintiff/Appellant pay the agreed 10% of the accepted bid price of US$410 million (i.e. the sum of US$41 million) within 15 working days from the date of execution of the Share Purchase Agreement in accordance with the agreement dated 20/5/2004 and the 90% balance of bid price shall be paid within 90 calendar days.
(ii) An order for the Defendant/Respondent to accept payment of 10% of the bid price from the Plaintiff/Applicant within 15 days from the date

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of signing the Share Purchase Agreement (SPA).
(iii) An order of Perpetual Injunction restraining the Defendant/Respondent/its servants, agent, privies, management or howsoever called from inviting any further bidding for the sale and acquisition of ALSCON in violation of the contract between the Plaintiff/AppeIIant and Defendant/Respondent and/or from negotiating to sell, selling, transferring or otherwise handing over the Aluminium Smelter Company of Nigeria ALSCON to any person or persons in violation of the contract between the Plaintiff/Appellant and the Defendant/Respondent.”

Meanwhile, I find it expedient to also reproduce the order made by the Court below, the Court of Appeal in Appeal No. CA/A/637/2014. The relevant part at paragraph 3 of the enrolled order found at page 67 of the record of appeal, reads as follows:
“(3) To enforce the judgment of the Supreme Court in Appeal No: SC/12/2008 delivered on 6th July, 2012, the Appellant Bureau of Public Enterprises is hereby directed to provide the mutual agreed Share Purchase Agreement which is Exhibit BPE1 for execution by the parties to enable the Respondent BFI Group

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Corporation pay the agreed 10% US$410 Million (i.e. the sum of US$41 Million) within 15 working days from the date of the execution of the Share Purchase Agreement in accordance with the agreement dated 20/5/2004 and the 90% balance of bid price shall be paid within 90 calendar days as ordered by the Supreme Court.”

It is a well-established principle of our constitutional law that a Court order must be obeyed unless and until it has been set aside or varied by the Court, this principle has been repeated time and again even by this Court in a plethora of decisions. Therefore, subject to being overruled by a higher Court or conceivably by a statute, the decision of a Court is binding as between the parties, and cannot be ignored or set aside by anyone, including (indeed it may fairly be said, least Of all) the executive. See R (EVANS) V. A-G (UK) [2015] AC 1787, 1818 [52] (Lord Neuberger PSC, Lords Kerr and Reed JJSC agreeing). The duty to obey a Court order which has not been set aside is a rule of law, and not merely a matter of good practice, and this duty persists even where it is perceived or contended that the Court order is a nullity. Therefore, for

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all intent and purposes, it is mandatory for the parties herein to ensure that the orders and state of affairs declared by this Court in Appeal No: SC/12/2004 and the consequent enforcement orders of the Court below in Appeal No. CA/A/637/2014 are enforced.

In a nutshell, both the 1st Appellant and the Respondent, are by the orders mandated to provide the mutually agreed Share Purchase Agreement (SPA) in connection with the acquisition of Aluminium Smelter Company of Nigeria (ALSCON) for execution to enable the Respondent pay the agreed 10% of the accepted bid price of US$410 million (i.e. the sum of US$41 million) within 15 working days from the date of execution of the Share Purchase Agreement in accordance with the agreement dated 20/5/2004 and the 90% balance of bid price shall be paid within 90 calendar days. On a related note, the 1st Appellant, whether by itself, its servants, agent, privies, management or howsoever called were perpetually restrained from inviting any further bidding for the sale and acquisition of ALSCON in violation of the contract between the Plaintiff/AppeIIant and Defendant/Respondent and/or from negotiating to sell, selling,

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transferring or otherwise handing over of AL SCON to any person or persons in violation of the contract between the Plaintiff/Appellant and the Defendant/Respondent.

In this appeal, the Appellants contended that the 1st Appellant has complied with its own side of the obligation prescribed by the orders of this Court and the Court of Appeal by providing to the Respondent by its letter dated 30th day of January, 2019 (Exhibit G03) the agreed SPA for execution. According to the Appellants, it is the Respondent who frustrated the execution of the SPA by the parties with the unilateral introduction of certain annexures that were not originally part of the Share Purchase Agreement. On the other hand, the Respondent contended that parties have always intended that this list of documents/annexures will form part of the SPA and that the decision to resist same amounts to disobedience of the binding orders of the Court. Following the order handed down by the Court below in Appeal No. CA/A/637/2014 dated 11th day of January, 2019, the 1st Appellant through the 2nd Appellant, vide a letter dated 30th day of January, 2019, (found at pages 324 – 325 of the record of

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appeal) forwarded a copy of the mutually agreed SPA which according to the 2nd Appellant, was “altered only by the change of the name of the Bureau’s Director General, General Counsel which office is now Head, Legal Services & Council Secretariat and the change of name of the BFIG’s Counsel from Mr. James Essien to Mr. Jimmie William. In the said letter, the Appellant requested the Respondent to execute the forwarded SPA, pay the sum of US$41 million (Forty-One Million US Dollars within 15 working days from the date of execution of the SPA and pay the balance of90% balance of bid price US$369,000,000 (Three Hundred and Sixty-Nine Million US Dollars) within 90 calendar days. While responding to the said letter and request through its Solicitor’s letter dated February 5, 2019 (found at pages 327 – 328 of the record of appeal), the Respondent raised several points which it requested the Appellants to address before it will execute the SPA. Of particular importance is paragraph 4(c) thereof, which reads:
“Please refer to clause 19.0 of the SPA forwarded by your letter dated 30 January 2019.
We believe that the issue of Annexures that form part of

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“this Agreement” (the Share Purchase Agreement) is not one that is open to agreement. Both parties are sufficiently aware of these Annexures and accordingly, we expect the BPE to also attach/include the Annexures in the Share Purchase Agreement to be executed.”

The above elicited a response from the Appellants in their letter dated 12th day of February, 2019 (found at pages 329 – 330 of the records of appeal) wherein the Appellants stated as follows:
“Since the issue of annexure which forms part of agreement is “sufficiently known to the parties”, we do not think that it is compulsory for them (annexures) to be included in the SPA before the execution of the Share Purchase Agreement (SPA) by your client. These annexures do not form part of mutual agreed SPA the Courts directed parties to execute.”

At page 331 of the record of appeal is a letter dated October 16, 2012 containing list of documents in the 1st Appellant’s custody which were forwarded to the Respondent. It is these set of documents that the Respondent seeks to incorporate into the SPA, a move which the Appellants strenuously resisted. The Appellants’ stance is that these

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documents do not form part of the mutually agreed SPA decreed by this Court and the Court below to be executed by the parties.

By a letter dated 27th day of February, 2019 (found at pages 332 – 333 of the records of appeal) written by the Respondent’s solicitors in further response to the Appellants’ letter of 12th day of February, 2019, while informing the Appellants that it had executed relevant column of the “Revised SPA” and forwarding the executed “Revised SPA” to the Appellants for the their execution, the Respondent emphasised at paragraph 5 thereof, thus:
“Please refer to your comments in paragraph 4(c) of your letter dated 12 February, 2019. For the sake of completeness of the SPA to be executed by the Parties as ordered by the Court, we have included the documents forming the Annexures along with the copies of the SPA singed by our client.
Please refer to the letter dated 16 October, 2012 written by the then Ag. General Counsel of the BPE to our client which enumerated the “List of documents available in our records.”
The enclosed bundle of Annexures is the same as the said list of documents. We have also included the

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enrolled orders of the Supreme Court dated 6 July, 2012 and the Court of Appeal Enforcement Order dated 11 January 2019.”

The 1st Appellant reiterated its Stance that the annexures do not form part of the mutually agreed SPA in its letters dated 11th day of March, 2019, 18th day of March, 2019 and 29th day of March, 2019, stating that deliberation on the annexures should be deferred till both parties have complied with and executed the judgment of this Court and the Court of Appeal. See pages 334 – 335, 339 – 340, and 341 – 342 of the records of appeal.

I have carefully examined the entire clauses contained in the SPA and considered the various correspondences exchanged by the parties, some of which I have taken time to enumerate above. It seems to me from the provisions of Clause 19.0 of the SPA that parties intended that certain documents as annexures will form part of the SPA. The Clause clearly states that “all the Annexure that form part of this agreement shall be construed in accordance with the provisions of this Agreement.” However, I am unable to agree with the view taken by the two lower Courts that it was within the contemplation of

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parties that all the documents listed in the 1st Appellant’s letter dated 16th day of October, 2012 (See page 331 of the record of appeal) will form part of the SPA. The said letter speaks for itself and conveys no more than the 1st Appellant’s intention to forward documents specifically requested for by the Respondent further to the discussions by the parties. There is nothing in the record before us to demonstrate that there was an agreement between the parties that all the 17 listed documents in the letter will form part of the SPA.

On the other hand, as the learned Senior Counsel for the Respondent rightly pointed out, there are several references in the SPA to some of the documents listed in the letter and having been so specifically mentioned and incorporated, it stands to reason that it was the intention of parties that these set of documents will form part of the SPA. Some of these documents include the 2003 Audited Accounts/Financial Statement (See Clause 6.2 of the SPA and no. 1 of the list of document), Gas Agreement between AL SCON and Nigeria Gas Company (See Clause 6.8 of the SPA and no. 15 on the list of document), Power of Attorney donated

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by the Ministry of Finance Incorporated (MOFI) to the 1st Appellant in December 2012 authorising the 1st Appellant to sell the Federal Government of Nigeria’s shareholding in AL SCON (See paragraph (c) of the Recital to the SPA and no. 17 of the list of documents). Let me quickly reiterate that, apart from the letter dated 16th day of October, 2012, there is nowhere else in the correspondence exchanged by the parties, prior to when hostilities began, where it is shown that parties agree that all the 17 documents listed in the letter are annexures which will form part of the SPA. To the contrary, the letter clearly says on its face that the 1st Appellant was merely forwarding the listed documents to the Respondent in furtherance of their discussion “requesting for the ALSCON Financial Statements” which was listed as no. 1 thereof. Therefore, the view I am prepared to take is that the Appellants were not entirely wrong when they insisted that the documents listed in the letter of 16th day of October, 2012 do not form part of the SPA, since the said listed documents (save for those I have highlighted above) were not specifically mentioned in the SPA. It will be

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illogical to hold otherwise in the absence of credible and positive evidence showing that parties agreed that those set of documents not specifically mentioned in the SPA form part of the SPA. Clause 19.0 of the SPA, as I read it, does not give either of the parties a blanket licence to import any documents including correspondence exchanged by the parties, into the SPA. Before any document can be deemed to form part of the SPA, it must have either been specifically mentioned in the SPA or parties have exhibited their clear intention in that regard. This is not so in this case for most of the documents sought to be incorporated by the Respondent as forming part of the SPA including the judgments of this Court in SC/12/2004 and the Court of Appeal in CA/A/637/2014. I must say that I do not find the inclusion of the said judgments as part of the contract between the parties necessary, because whether either of the parties likes it or not, the judgments are binding on them, and parties cannot act outside the orders made by the Courts in the said judgments.

I now turn to the allegation that the Appellants disobeyed the part of the order of this Court

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perpetually restraining the Appellants from entering into any contract with third parties on matters covered by the mutually agreed SPA. For ease of reference, I will reproduce paragraph 18 of the Respondent’s affidavit filed in support of the motion on notice for contempt, found at pages 59 – 64 of the records of appeal. It states:
“18. I am also aware that notwithstanding the binding order of Specific Performance and Perpetual Injunction decreed by the Supreme Court in SC/12/2008 restraining the BPE, its servants, agents, privies, management or howsoever called Onegotiating to sell, selling, transferring or otherwise handing over the Aluminium Smelter Company of Nigeria Ltd (ALSCON) to any person or persons in violation of the contract between the BPE and BFIG, the BPE in publication dated February 8, 2019 (a few days after the Enforcement Order made by the Court of Appeal on 11 January 2019) nevertheless referred to the “signing of Addendum No. 2 to the Share Purchase Agreement (SPA) on 17 January, 2018 at the Ministry of Mines and Steel Development (MMSD), DHL/RUSAL (Dayson Holdings Limited/Rusal) submitted a Road Map detailing issues that require

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urgent resolution prior to the commencement of operation which include but not limited to the issue of gas price and supply… ” thereby continuing with the unlawful scheme of hand over of ALSCON to Dayson/RusaI in defiance of the subsisting Judgment/Order of the Supreme Court.”

The publication referred to in the above extract is contained in the Press Release dated day of February 2019 issued by one Amina Tukur Othman, the 1st Appellant’s Head, Public Communications. It is attached as Exhibit M to the Respondent’s affidavit and found at pages 113 – 114 of the records of appeal. I find it expedient to reproduce part of the Press Release, below:
“The Aluminium Smelting Company of Nigeria (ALSCON), Ikot Abasi, Akwa Ibom State is set to recommence operations as the Bureau of Public Enterprises (BPE) and other critical stakeholders of the company are reaching a comprehensive resolution on the major teething problem of gas confronting the Company.
As a first step, the Bureau has requested the Federal Government to consider and approve the categorisation of ALSCON under a strategic industry to enable it buy gas at a concessionary price as opposed

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to the commercial price to enable the core investor in the company DHL/RUSAL recommence production and operate profitably.
The Director General of the Bureau of Public Enterprises (BPE), Mr. Alex A. Okoh who disclosed these in a statement in Abuja on Thursday, January 31, 2019, recalled that following the signing of Addendum No. 2 to the Share Purchase Agreement (SPA) on 17 January, 2018 at the Ministry of Mines and steel Development (MMSD), DHL/RUSAL (Dayson Holdings Limited/RusaI) submitted a Road Map detailing issues that require urgent resolution prior to the commencement of operation which include but not limited to the issue of gas price and supply.
“Upon the resolution of the gas price and supply issues a new agreement will be signed in line with current realities. It will also take into consideration the trend internationally to allow AL SCON remain competitive in the global aluminum products market”, he said. He assured that once the gas issue is fully resolved and the agreement signed, President Muhammad Buhari would in the next few weeks commission the plant to signal the recommencement of operation by ALSCON…”<br< p=”” style=”box-sizing: inherit; margin: 0px; padding: 0px; scrollbar-color: var(–thumbBG) var(–scrollbarBG);”>

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The above publication leaves no one in doubt that the Appellants have indeed flouted the orders of this Court handed down in SC/12/2004, particularly the third leg of the order, which perpetually restrained the Appellant, its servants, agents, privies, management or howsoever called “negotiating to sell, selling, transferring or otherwise handing over the Aluminium Smelter Company of Nigeria Ltd (ALSCON) to any person or persons in violation of the contract between the BPE and BFIG.” No doubt, the execution of and SPA and the Addendum No. 2 to the said SPA on 17th day of January, 2018 at the Ministry of Mines and Steel Development (MMSD) with DHL/RUSAL (Dayson Holdings Limited/Rusal is in defiance and total disregard to the order of this Court.

In the Counter-Affidavit filed on behalf of the Appellants (see pages 243 – 247 of the records of appeal), the Appellants blew muted trumpet on the allegation contained in paragraph 18 of the Affidavit reproduced above. The Appellants merely offered a blanket denial at paragraph 5(xxv) of the Counter-Affidavit, where it was deposed as follows:
“Contrary to Paragraphs 15, 16, 17, 18, 19, 20, and 21 of the

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Applicant’s affidavit, the Bureau of Public Enterprises has complied with the orders of the Supreme Court and Court of Appeal by discharging its obligations of producing and executing the Share Purchase Agreement.”

Learned Senior Counsel for the Appellants, I believe, knows it very well that Courts do not make orders in vain and Court orders are meant to be obeyed, and must be obeyed. It does not lie in the mouth of the Appellants to assert that they have complied with the order of this Court when it is evident from the records that they acted in utter disregard to the order, they treated the order of this Court with total disdain and flagrant disrespect. The conduct of the Appellants constitutes blatant disrespect and is therefore scandalous and shameful, it is disgraceful that an agency of Government will hold the economy of the Country hostage. Agencies of Government must respect the rule of law, nobody in this Country is above the law, both the Governor and the governed are subject to rule of law. The Appellants are not at liberty to choose which of the orders of this Court they will obey and which one to ignore. I must say that the conduct of the

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Appellants in this case offends the majesty of the law and undermines the dignity of the Court. By acting in defiance of the order of perpetual injunction handed down by this Court in SC/12/2004, the stage was set for 2nd Appellant’s committal to prison. It is for this reason therefore that I resolve the second issue against the Appellants.

This appeal is totally lacking in merit, it therefore deserves to be dismissed, it is hereby dismissed. The judgment of the Court of Appeal in Appeal No. CA/A/24/2020 delivered on the 21st day of January, 2022 is hereby affirmed. Costs of N10,000,000.00 is awarded against the Appellants in favour of the Respondent. Cost to be paid personally by the 2nd Appellant in addition to going to prison for contempt.
Appeal dismissed.