Barely two weeks after commencing flights operations, the new low-cost carrier in Nigeria, Green Africa Airways, is running into hitches.
A United States-based Nigerian, Kenny Awosika has asked a Federal High Court sitting in Lagos to declare that he is a promoter and co-founder of the airline, Green Africa Airways Limited and he is therefore entitled to 55 per cent of the company’s authorised share capital.
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Awosika also prayed the court to compel the first defendant, Babawande Afolabi, to pay him N625 million 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.
The plaintiff made the requests through his counsel, Femi Falana, SAN, and Dada Awosika SAN in suit number FHC/L/CS/949/2021 wherein he alleged fraud, misrepresentation of facts and deceit against Afolabi.
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 in an affidavit filed in support of the suit averred that on 26 September 2013, he and Afolabi registered GWG, Maryland, with a 55 – 45 percent ownership ratio in his favour.
He said he took upon himself most of the responsibilities of GWG Maryland by opening bank accounts and filed mandatory tax returns on behalf of the company, provided the financial and technical support for the formation and incorporation of Green Africa Airways.
He added that 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 said he 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 company.
The claimant said that Afolabi had, with his (Awosika ) financial and technical support, returned to Nigeria years earlier and registered the airline with the CAC with a N500 million initial share capital.
The plaintiff averred that unknown to him, “and contrary to the arrangement between both parties, Afolabi had 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 stated that he and Afolabi continued to work towards the development of the airline business with his continued IT expertise and financial contribution towards the development of the airline 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.”
The plaintiff said 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.” , adding that he also withdrew all the funds in his account and transferred all the funds from both sources to Afolabi for the procurement of the ATL.
Claimant said the 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.
He also alleged that Afolabi, in negotiations with Kiramo Africa Opportunity, misrepresented himself as the sole founder of the business and that 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 and added 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 him ( 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 instead 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 percent of the authorised share capital in the 2nd Defendant (Green Africa) 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.
The claimant 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 his (Awosika) favour and to enter his (Awosika) name and his seed investors into the Register of shareholders of the 2nd Defendant.
In the same vein, 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.
The defendants are yet to file their responses to the suit as the court is yet to fix any date for hearing due to the ongoing court vacation.
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