+ Demands N625m Damages
A United States-based Nigerian, Mr Kenny Awosika has asked a Federal High Court in Lagos to declare him as a promoter/co-founder of Green Africa Airways Ltd, entitled to 55 per cent of its authorised share capital.
Awosika, the sole plaintiff, also prayed the court to compel the first defendant, Babawande Afolabi, to pay him N625million as general, exemplary and aggravated damages for breach of the agreement.
The second to sixth defendants in the suit are Green Africa Airways Ltd, Taiwo Afolabi, Kuramo Africa Opportunity II (Mauritius) LLC, Corporate Affairs Commission and the Nigerian Civil Aviation Authority.
In the alternative, the plaintiff is praying the court to order the defendants to pay him the sum of $30,250,000.00 being the monetary value of 55 per cent of Green Africa Airways as at the last valuation in 2019.
He made the claims in a suit numbered FHC/L/CS/949/2021 wherein he alleged fraud, misrepresentation and deceit against Afolabi.
Dada Awosika, the counsel to the plaintiff in his statement of claim, averred that he is co-founder and a Director of Green Africa Airways Ltd (registered in Nigeria in 2015) and equally functions as its Director of Information Technology and Innovation of the 2nd Defendant.
He is also the founder and co-owner of Green White Group LLC (GWG Maryland), a limited liability company registered in Germantown, Maryland, United States of America.
The Plaintiff averred that on 26 September 2013, he and Afolabi registered GWG, Maryland, with a 55 – 45 per cent ownership ratio in his favour.
He took on most of the responsibilities of GWG Maryland by opening bank accounts and filing mandatory tax returns on behalf of the company, provided the financial and technical support for the formation and incorporation of Green Africa Airways.
It was agreed that he should stay back in the US, where he was earning a salary as a US government contractor, so that he could financially support the incorporation of the Nigerian entity, while Afolabi would return to Nigeria to arrange for registering GWG Maryland’s airline business.
Awosika eventually resigned his job, as part of the agreement between both parties, exited his private businesses in the US, gave up his security clearance with the US government and returned to Nigeria to partake in running the business.
Afolabi had, with Awosika’s financial and technical support, returned to Nigeria years earlier and registered the airline with the CAC with a N500million initial share capital.
The plaintiff averred that unknown to him, “and contrary to the arrangement between the parties, the 1st Defendant listed himself and his brother Taiwo Afolabi (the 3rd Defendant) as the only subscribers and/or shareholders and directors of the 2nd Defendant at incorporation.”
Awosika said he and Afolabi continued working towards the development of the airline business with his continued IT expertise and financial contribution towards the development of the air transport business.
“It was imperative for the 2nd Defendant to obtain an Air Transport Licence (ATL) from the Nigerian Civil Aviation Authority prior to the operation of any airplanes.”
He explained that the 1st and 2nd Defendant were however cash strapped and unable to procure the funds required to obtain the ATL. So, he (Awosika) “painstakingly sold his only rental property to raise funds for the procurement of the ATL.” He also withdrew all the funds he had saved and transferred the total funds from both sources to the 1st Defendant for the procurement of the ATL.
His efforts yielded positive results as the Nigerian Civil Aviation Authority awarded an ATL to the 2nd Defendant for a period of 5 (five) years commencing from 8 January 2016 to 7 January 2021.
Having obtained an ATL, the 2nd Defendant was able to source for and woo investors both locally and internationally, including the 4th Defendant, Kuramo Africa Opportunity II (Mauritius) LLC.
He alleged that Afolabi, in negotiations with Kiramo Africa Opportunity, misrepresented himself as the sole founder of the business. When he (Awosika) accidentally found out in 2018, he demanded the documentation of his full rights as regards their business relationship. He also made several demands before Afolabi effected a change in the list of directors, adding Awosika as a director.
Among his other claims were that Afolabi incorporated the GWG United Kingdom on the 4th October 2018 and deliberately omitted the Plaintiff’s name as a shareholder from the incorporation documents in 2018, but lied that it was an error by the Chief Financial Officer (CFO) and that Afolabi deceived Awosika to provide his identification for the registration/incorporation but deliberately omitted Awosika’s name from the incorporation documents of the GWG United Kingdom and appointed himself and his brother as shareholders and directors in the company.
Afolabi was also alleged to have, without Awosika’s knowledge, incorporated GWG Delaware to enter into contracts and to source for funds for the benefit of the the airline, and also deliberately omitted the Awosika’s name from the incorporation documents of GWG Delaware and appointed himself (Afolabi) and his brother as shareholders and directors in GWG Delaware.
Other reliefs being sought by Awosika include an order removing forthwith the name of the 3rd Defendant as Director and Shareholder from the 2nd Defendant.
AN ORDER allotting 55 per cent of the authorised share capital in the 2nd Defendant to the plaintiff and compelling the 5th Defendant to register the Plaintiff as subscriber and owner of 55 per cent authorised share capital of the 2nd Defendant.
He is also seeking an order compelling the Company Secretary of the 2nd Defendant to issue the share certificate for 55 percent authorised share capital of the 2nd Defendant in favour of the Plaintiff and to enter Awosika’s name and his seed investors into the Register of shareholders of the 2nd Defendant.
In another instance, he prayed for an order of Perpetual Injunction restraining Afolabi and the airline from carrying on any aviation business under any guise without the involvement of the plaintiff, a Perpetual Injunction restraining Afolabi and the airline from dealing with the ATL other than with Awosika’s express written consent.
He also prayed for an order of Perpetual Injunction restraining the 6th Defendant from transferring the ATL license issued in the name of the 2nd Defendant to any other company incorporated by or for the benefit of the 1st Defendant.
The defendants are yet to file a response and no date has been fixed for hearing of the suit.