By Yankuba Jallow
A high-stakes corporate dispute has divided the Gambia Court of Appeal, with justices delivering sharply contrasting opinions on whether court documents were properly served on Vista Bank Gambia’s managing director.
The case pits Mauritian-based Lilium Grays Limited and Lilium Holdings Limited against Nigerian-owned Slok Nigeria Limited and FIB Group in a battle over the control and legal standing of Vista Bank Gambia. The controversy centers on whether the appellants—Slok Nigeria and FIB Group—could serve legal documents on Vista Bank’s managing director as a proxy for the foreign-based respondents.
The decision of the court stemmed from an application filed by Senior Lawyer Lamin Ceesay on June 12, 2024, seeking to overturn a previous order allowing the service of court documents on the managing director of Vista Bank. Ceesay challenged the Court of Appeal’s June 5, 2024, ruling, arguing that service should have been executed differently.
Majority Ruling: Legal Service on Vista Bank Was Proper
In a ruling that upholds the June 5, 2024, order for substituted service, Justice Kumba Sillah-Camara and Justice Veronic Wright concluded that Vista Bank Gambia operates under the respondents’ business interests in The Gambia, making service on the bank’s managing director legally valid.
“The purpose of service is to ensure that the other party has notice of the suit or, in this case, the appeal against them,” wrote Justice Wright in her concurring opinion. “This ruling achieves exactly that.”
Justice Sillah-Camara, however, reaffirmed that substituted service on a company’s managing director is valid when it is “reasonably calculated to bring the proceedings to the party’s attention.” Citing civil procedure rules and international precedents, she emphasized that courts have discretion to permit alternative service methods when traditional ones prove impractical.
“This case in hand is a perfect example where service of the processes has proven to be impracticable,” Justice Sillah-Camara said in her ruling. “Several attempts were made to serve the processes outside the jurisdiction, but they proved futile.”
She referenced the 2013 U.K. Supreme Court case Abela v. Baadarani, which held that the primary purpose of service is to inform the defendant, even if it deviates from standard procedures. Similarly, in Marashen Ltd. v. Kenvett Ltd. (2019), the court allowed substituted service on a managing director after conventional methods failed.
While acknowledging that direct service at a company’s registered office is the standard, Justice Sillah-Camara stressed that courts must consider whether an alternative method ensures the respondent is made aware of the proceedings.
Documents presented to the court confirmed that FIB Gambia Ltd, which owns 95.78% of Vista Bank Gambia, was itself owned by Lilium Holdings. Given this structure, the justices determined that legal service on Vista Bank Gambia was a reasonable and enforceable means of notifying the respondents of the proceedings.
“We cannot allow justice to be frustrated by blindly sticking to a rigid interpretation of service rules,” Justice Wright wrote. “The respondents were clearly aware of the case, as their legal counsel had been actively following the proceedings.”
The ruling also addressed a separate dispute over the authority of Amadou Sonko, who swore an affidavit in opposition to Ceesay’s application. The court dismissed claims that Sonko lacked authority, citing documentary evidence confirming his appointment as acting chairman of First International Bank Gambia, now Vista Bank Gambia.
“No evidence was proffered in respect of same—they are just bare averments,” Justice Sillah-Camara stated, referencing a 2002-2008 Gambian case that required parties to provide substantive responses rather than evasive denials.
Ultimately, the court dismissed Ceesay’s application, affirming that service on Vista Bank Gambia’s managing director was valid. Justice Sillah-Camara ordered Ceesay’s clients to pay D25,000 in costs to Slok Nigeria and FIB Group.
Dissenting Opinion: A Legal Misstep
Justice S. Wadda-Cisse strongly disagreed, issuing a detailed dissent that questioned the legal validity of the majority’s decision. She argued that the June 5 order violated fundamental principles of corporate law and procedural fairness.
“The irrefutable fact is that both respondents are foreign companies domiciled in Mauritius,” she wrote. “Proper service is a cornerstone of natural justice, and in this case, the service was fundamentally flawed.”
Citing Rule 15 of the Court of Appeal Rules and Order VIII of the High Court Rules, she pointed out that legal service on a foreign company must be made at its official place of business. Since the respondents were not physically present in The Gambia and previous attempts to serve them in Mauritius had failed, she argued, the appellants could not simply substitute Vista Bank Gambia as their legal representative.
A key issue in her dissent was whether Vista Bank Gambia was truly an extension of the respondents’ business. While FIB Group was the majority shareholder of Vista Bank Gambia, corporate records did not list Lilium Grays Ltd or Lilium Holdings Ltd as direct owners.
“The appellants have not established that the respondents own or operate Vista Bank Gambia,” Wadda-Cisse wrote. “Therefore, the service effected on the Managing Director of Vista Bank is legally invalid and should be set aside.”
The majority ruling allows the appellants to move forward with their case.
A Dispute Over Bank Ownership
The ruling marks the latest chapter in a long-running dispute dating back to 2015, when Lilium Grays and Lilium Holdings entered into a sales agreement to purchase shares in First International Bank Limited (now Vista Bank) from Slok Nigeria Limited. Under the agreement, valued at $4 million, ownership was to be transferred upon full payment.
However, the Liliums failed to complete the transaction, instead arguing that their investments in the bank entitled them to ownership. Slok Nigeria subsequently sued for breach of contract, and in April 2017, the High Court of the Gambia ruled in its favor. Attempts by the Liliums to halt the enforcement of that judgment were denied by both the Court of Appeal and the Supreme Court.
With this latest ruling, the legal tides continue to favor Slok Nigeria and FIB Group, reinforcing the legitimacy of the court’s service procedures and their claims in the ongoing dispute.
