Edmark Crisis Gets Messy as Foreign Partner’s lawyer attempts to Take Control from Receiver/Manager

⁃Police Intervene to Restore Order.

An attempt by lawyers to Edmark majority and foreign partner, Mr Low Ban Chai to forcibly break in and gain access into the premises and seize vital documents was successfully prevented by vigilant security officers and the quick intervention of the police as the battle for the top multi-level network marketing company gathers momentum.

The foreign partner’s lawyers, led by Donald Anih Esq., went to the Aromire Street, Ikeja Head Office of Edmark last week without the court bailiff and the Receiver/Manager, to carry out this take over without the necessary court processes. This attempted take-over was in total disregard of the Nigerian minority applications before the federal court and an attempt to render same ineffective before the next adjourned date of July 4, 2023.

Edmark has been embroiled in crisis since May last year when the minority partner, Mr Maurice Etim had dragged the majority partner to court for oppressive and unfair conduct, aiming to completely edge him out of the business that he formed.
Mr Etim alleged that Mr Low, with the advice of his lawyer Donald Anih Esq., secretly and fraudulently appointed two additional directors without any statutory meeting being held, and also has been using unlawful means to siphon money out of the company without Mr Etim’s knowledge.

The court, led by Justice Aneke, immediately granted interim orders to preserve the assets of the company and a successful exclusion of the Nigerian director.

Since then, despite being restrained by court, the foreign partner has refused to hand over the company management (documents and staff) to the Receiver/Manager, hence limiting the Receiver/Manager’s ability to preserve the company’s assets and run the company. Also, Mr Low appointed cronies, including Mr Abass Abubakar who is now at large, to sell and collect the proceeds into his personal account instead of company account in complete disregard of the orders of the federal court to prevent the foreign partner from further looting from the company and from edging out the Nigerian Partner.

The court order was good news to the Nigerian minority shareholder who had accused Mr Low Ban Chai of running the company in a manner that was oppressive, unfair and breached his rights as contained in Companies and Allied Matters Act (CAMA) Sections 107, 235, 250 and 252.

The foreign partner applied to Justice Aneke for an unconditional lifting of the interim order but the court directed him to place a bank guarantee before the court before same can be done. When foreign partner observed that Justice Aneke was not ready to lift the order until the condition was met, the foreign partner petitioned Justice Aneke to the Chief Judge and copied the National Judicial Council.

The matter was then reassigned to Justice Osiagor, who coincidentally had sided with the foreign director and majority shareholder in a fundamental rights motion when he said the police cannot investigate the foreign minority directors he unlawfully appointed on allegation of signature forgery.

The Police and the Nigerian director immediately appealed against the decision of Justice Osiagor because fundamental rights can only restrain an unlawful arrest and harassment of persons but cannot restrain police power to investigate or continue investigation of crimes.

Also, a fundamental rights action ought not be used to delve into innocence or guilt in a criminal allegation of forgery.

Hence, when the petition was reassigned to Justice Osiagor, the Nigerian director’s counsel, Bidemi Ademola-Bello esq., appealed to the Admin Judge to reassign the matter on ground that the judge had expressed opinion on the substantive issue in the petition which forms the grounds of the foreign partner’s oppression and fraudulent management of Edmark.

Despite being aware of the pending request to the Admin Judge, Justice Osiagor disregarded Mr. Etim’s application for reassignment and immediately yielded to the foreign director’s request to unconditionally remove the measure put in place to preserve the assets of the company, including the Receiver/Manager despite the grave allegations against the goreign majority director.

Without any application being moved, Justice Osiagor also appointed one Dr Samuel Ibrahim, of Andersen LP, as a forensic auditor to determine the value of Nigerian director’s shares so that he can be paid off. The Nigerian partner was dissatisfied with Justice Osiagor’s handling of the matter, which appeared to be a continuation of the position taken in the earlier fundamental rights action.

He therefore appealed Justice Osiagor’s decision and filed an application for stay of execution. He also filed a formal application requesting Justice Osiagor to recuse himself based on the right to fair hearing and the national policy for judges not to handle a matter where they have previously taken a position.

At the moment, the matter is scheduled to come up before Justice Osiagor on July 4, 2023 for several applications including an application that Justice Osiagor should recuse himself. However, this latest attempt was aimed at kicking out the Receiver/Manager and taking over operations of the company before hearing of the case resumes.