By Yankuba Jallow & Kemeseng Sanneh (Kexx)
Lawyer Kaddijatou Jallow has responded to Lawyer Lamin A. Ceesay’s motion filed in FIB Group and Slok Nigeria case against two Mauritius based companies (Lilium Grays and Lilium Holdings).
The Court of Appeal on 5 June 2024 passed an order for the Managing Director of Vista Bank to be served with all the processes in the case and the notice of appeal. Lawyer Lamin A. Ceesay filed a motion dated 12 June 2024 requesting the Court of Appeal to dismiss that order, which it had previously granted.
Lawyer Ceesay, who has been repeatedly entering conditional appearance in the case, was dissatisfied with the decision of the Court of Appeal. Lawyer Ceesay swore to a 21-paragraph statement in support of his motion seeking to set aside the decision of the Court of Appeal.
Lawyer Kaddijatou Jallow representing Slok Nigeria and FIB Group replied to the motion of Lawyer Lamin A. Ceesay. Amadou Sonko, the Acting Chairman of FIB Group swore to a 26-paragraph affidavit (statement) opposing the motion of Lawyer Lamin Ceesay.
The issue before the court is an appeal against the ruling of Justice Ebrima Jaiteh delivered in January 2021, who set-aside the judgement of Justice Martin U. Okoi delivered in 2017.
A brief history to the case would show that Lilium Grays and Lilium Holdings Limited entered into a sales agreement with Slok Nigeria Limited for the sale of shares in First International Bank Limited sometime in 2015. This means Slok Nigeria and FIb Group agreed to sell the FIBank to the Liliums. The said Agreement was registered with the Ministry of Justice and the final transfer of ownership was to be effected after Lilium Grays and Lilium Holdings Limited completed payment for the said shares valued at Four Million United States Dollars. The bank name was changed to Vista Bank. The buyers (the Liliums) did not pay for the shares, but claimed that since they have invested in the bank, they are entitled to own it. This led Slok Nigeria Limited to institute legal action in the High Court of the Gambia against the two Mauritius based companies for breach of contract. The High Court rendered judgement on the 11th of April 2017 in favour of Slok Nigeria Limited. The Liliums made an application to prevent the execution of the said judgement, but both the Court of Appeal and the Supreme Court denied the application for stay of execution.
Meanwhile, the statutory period to appeal against the said Judgement of 11th April 2017 elapsed and this fact was stated by both the Court of Appeal and the Supreme Court in the respective Judgments they rendered in this matter. Nonetheless, Lawyer Lamin A. Ceesay of Solie Law Chambers filed a case before Justice Ebrima Jaiteh of the High Court calling on the said Court to set aside the judgement of the High Court dated 11 April 2017. Justice Ebrima Jaiteh granted the request and proceeded to set aside the judgement of his colleague of concurrent jurisdiction. This happened four years after the said judgement by Justice Martins U. Okoi was delivered.
Immediately after that, the ruling was delivered by Justice Jaiteh, Slok Nigeria Limited filed a notice of Appeal dated 28th January 2021 against the said decision while awaiting Records of proceedings.
Slok Nigeria and the FiB Group have been struggling to serve the two Lilium companies. It is stated that on 23 December 2023 and 16 January 2024 they served the Liliums through postal services, but the process could not succeed.
Lawyer Kaddijatou Jallow said service is fundamental to a suit. She cited section 24 of the Constitution of the Gambia to ensure respondents in suits are accorded fair hearing. She made references to decided cases of the Gambia Supreme Court and the Court of Appeal.
She stated that Slok Nigeria and FIB Group have in numerous occasions tried to locate the address of the two Lilium groups to serve them with the Notice of Appeal and Record of Proceedings, but to no avail. The two Lilium groups were no more at their last known address.
“As a result, this case cannot proceed without serving the Respondents [Lilium Gray and Lilium Holding]. Thus, through the wisdom of this honourable court, service was done through the Managing Director of Vista Bank The Gambia when the Appellants [Slok Nigeria and FIB Group] demonstrated before the Court that Vista Bank is operating business in the Gambia on behalf of the Respondents [Lilium Gray and Lilium Holdings],” she said.
Lawyer Jallow said the object of service is to give notice to the Respondents of the claims against them. She cited a decided case in which it was held that where the Respondent is aware of the claims against them, the issue of service should not be a matter to be considered anymore.
Lawyer Jallow said the conduct of Lawyer Lamin A. Ceesay has clearly demonstrated that the two Lilium companies are fully aware of the instant case.
“Consequently, Mr. Lamin A. Ceesay would not have appeared in this matter without having authority from the Respondents [Lilium Gray and Lilium Holdings] to do the same,” Jallow stated.
She referred the Court to the motion of Lawyer Lamin A. Ceesay and his brief of argument.
“Mr Lamin A. Ceesay has unequivocally demonstrated that he is the Legal Practitioner for the Respondents [Lilium Gray and Lilium Holdings] in this case,” Lawyer Jallow said.
Lawyer Jallow pointed out that the argument of Lawyer Ceesay that the two Lilium groups do not have business in the Gambia was wrong. She pointed to evidence before the Court that the 2 Lilium companies are the majority shareholders of FIB Gambia, which was consequently changed to Vista Bank. Lawyer Jallow also pointed out that the notification for change of name was also confirmed by Lawyer Lamin A. Ceesay through a letter sent to the Registrar of Companies at the Ministry of Justice. Lawyer Jallow submitted that the Lilium companies have business interest in the Gambia based on evidence before the court and contrary to the claim of Lawyer Ceesay.
“Thus, it will be safe to submit that service on the Managing Director of Vista Bank Gambia Limited is proper and sufficient notice on the Respondents [Liliums],” Lawyer Jallow stated.
She maintained the illustration she provided in her brief and based on the evidence before the court is an indication that the two Lilium companies are informed about the case and decided to appoint Lamin A. Ceesay of Solie Chambers as their legal practitioner in the suit. She submitted that the fundamental purpose of service has been satisfied.
Lawyer Jallow said Lawyer Ceesay is using technicality to stifle the cause of substantial justice. She added that the Court of Appeal has in plethora of cases held that technicality cannot stand in the way of substantial justice – one of the cases cited was I.E.C versus the National Alliance for Democracy and Development (NADD).
On whether Lawyer Lamin Ceesay’s application has merit, Lawyer Jallow said the application lacks merit and urged the Court of Appeal to disregard it. Jallow said Lawyer Ceesay touched on only two issues to support his application to set aside the order of the Court. One was that Amadou Sonko does not have the authority to depose to the affidavit of the Appellants. The second issue was that the 2 Lilium companies have no business in the Gambia.
Lawyer Jalow said Amadou Sonko has the authority to depose to the affidavits. She added that Lawyer Ceesay did not produce any evidence to support the claim.
“The Respondents [2 Lilium companies] have not produced any evidence to support their position that indeed the said Amadou Sonko has no authority, but rather engaged in mere denial which is contrary to the provision of the Evidence Act,” Lawyer Jallow said.
She cited section 145 of the Evidence Act which provides that “The burden of proof as to any particular fact lies on that person who wishes the court to believe in its existence.”
She submitted that Lawyer Ceesay did not present any evidence as proof to make the court believe that Amadou Sonko lacks the authority to depose to the affidavits. Lawyer Jallow said that line of argument has nothing to do with service on the Managing Director of Vista Bank Gambia Limited. She added that the service on the Managing Director of Vista Bank was proper as ordered by the Court.
On the issue of business interest in Gambia, Lawyer Jallow said the claim that the 2 Lilium groups do not have business groups in the Gambia has been “greatly contradicted” by statement of Amadou Sonko contained in paragraphs 12, 13, 14, 15, 16, 17, 18 and 19.
Lawyer Jallow said the case relied on by Lawyer Ceesay would not apply in the instant case. She stated that in that case the appellant knew the address of the respondent. On the other hand, she said Slok and FIB served the 2 Lilium Groups in Mauritius at their last known address until notification that they have changed address was brought to the attention of Slok Nigeria and FIB Group by GAMPOST. She added that it is in evidence that Slok Nigeria and FIB Group attempted to serve the 2 Lilium companies in Mauritius.
She urged the court to dismiss the motion of Lawyer Lamin A. Ceesay as it is calculated to stifle the cause of substantial justice. She reiterated that the fundamental purpose of service is to inform the Defendant of the claim against them. She further mentioned that the service on the Managing Director of Vista Bank was proper service as the said bank is doing business on behalf of the 2 Lilium companies. She finally submitted that the 2 companies are fully aware of the appeal that is why Lawyer Lamin A. Ceesay was appointed to represent them. She submitted that if the application of Lawyer Ceesay is allowed, it would tantamount to miscarriage of justice as Slok Nigeria and FIB Group would not be able to proceed with their appeal to protect their legal rights. She concluded the application of Lawyer Ceesay was meant to waste the Court’s time.
Lawyer Kaddijatou Jallow indicated in her brief that Lawyer Lamin Ceesay prepared his affidavit in February 2024 in anticipation of the decision of the Court of Appeal, which suggests he knew what was coming.
Lawyer A. Ceesay said Amadou Sonko is not and has never been the Acting Chairman of FIB Group. He added that there is no evidence of his appointment before the Court. Ceesay said this is clear because Slok and FIB Group do not know the address of the 2 Lilium companies.
He stated that “It will not be in the interest of justice to serve the Respondents [2 Lilium companies], who are known to be foreign companies, resident outside the jurisdiction and with no address of service in The Gambia, by substituted means on the Managing Director of a separate legal entity within the jurisdiction.”
Lawyer Ceesay said the 2 Lilium Companies do not operate any business within the Gambia. He added that the 2 companies have no representative or address for service of documents in The Gambia. Ceesay said the Managing Director of Vista Bank does not represent the Liliums and has nothing to do with the proceedings.
He said the application of Slok Nigeria and FIB Group constituted an abuse of the court’s process and consequently, the order of the court should be set aside.
Lawyer Ceesay claimed that First International Bank Gambia Limited is now Vista Bank Gambia Limited. He said Amadou Sonko has been parading himself as the Chairman of the Bank and continues to mislead the court.
The Central Bank of The Gambia wrote to the Registrar of Companies at the Ministry of Justice in April 2023 informing the Registrar that approval has been granted on 26 January 2021 for the name of First International Bank to be changed to Vista Bank. The letter was signed by Momodou Barka Mboge, a Special Adviser to the Minister.
On 26 January 2021, the Central Bank of The Gambia wrote to the Managing Director of First International Bank a letter signed by Dr Seeku A.K. Jabbi. The writer made reference to the high court judgement of 15 January 2021 by Justice Jaiteh “On the Ownership of FIBank Group” and a board resolution filed in support of the application for name change. He indicated that approval has been granted.
The said resolution is dated 15 October 2018 and it was titled “Special Board Resolution.” It was signed by Binta Janneh as the Managing Director and CEO of FIBANK and Bennett Edet, the company secretary and legal adviser. Two resolutions were reached and both of them were about the name change of the bank.
FIB Group board of directors held a meeting on Wednesday, 24 January 2018 in Nigeria and came up with resolutions. They reconstituted the board and appointed Amadou Sonko as the Acting Chairman. The other board members appointed were Ifunnaya Kalu, Hasiatou G. Jallow, Barr Chika Chikezie.
0n 24 January 2018, FIBank wrote a ĺetter appointing Amadou Sonko as the Acting Chairman. The appointment letter was signed by Dr Orji Uzor Kalu, the Chairman of FIB Group and Mr Festus Abonne, Director of FIB Group.
On 24 January 2019, the FIB Group resolved that the agreement be cancelled and terminated. The board resolution was signed by Dr Orji Uzor Kalu, the Chairman of FIB Group and Mr Festus Abonne, Director of FIB Group. Before the approval of the Central Bank for the name change and the decision of Justice Ebrima Jaiteh of the Banjul High Court, the deeds agreement between Slok Nigeria and FIB Group with 2 Lilium companies was cancelled and stamped by the Registrar General at the Attorney General’s Chambers. The date of the cancellation was 11 March 2019.
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