The ownership of Ibadan Electricity Distribution Company Limited (IBEDC) is mired in a legal battle, with the Federal High Court in Lagos setting May 16, 2025, as the hearing date. The case involves 86 Gardens Limited, which alleges that Archlight Nigeria Limited, along with lawyer Abiodun J. Owonikoko (practicing under Synergy Attorneys), and the Corporate Affairs Commission (CAC), have improperly handled the transfer of a 50% stake in Archlight. This stake, 86 Gardens contends, was contractually promised to them contingent upon Archlight successfully bidding for a 60% ownership of IBEDC being sold by the Asset Management Corporation of Nigeria (AMCON).
At the heart of the dispute are several agreements. A Share Sales Agreement (SSA) between 86 Gardens and Archlight outlined the transfer of the 50% equity. A Tripartite Custody Agreement involving 86 Gardens, Archlight, and Synergy Attorneys established the process for handling the Share Transfer Forms and other related documents. 86 Gardens claims Archlight breached the SSA by failing to initiate the transfer, and Synergy Attorneys violated the Custody Agreement by not releasing the documents or registering the transfer with the CAC, even after Archlight purportedly became the preferred bidder for the IBEDC stake offered by AMCON. The involvement of the CAC as the third defendant stems from its role in officially registering share transfers.
Pending the hearing, Justice Musa Kakaki granted an interim injunction barring Archlight from transferring the disputed 50% shareholding to any other party. This injunction safeguards 86 Gardens’ potential ownership interest while the court deliberates on the substantive issues of the case. The judge’s decision, based on an ex parte motion by 86 Gardens’ counsel, Seni Adio (SAN), considered the provisions of the Federal High Court Civil Procedure Rules 2019 and the court’s inherent jurisdiction. Supporting the application was an affidavit from Oladipo Lawore, an investment analyst and promoter of 86 Gardens, along with other documented evidence.
86 Gardens is seeking several forms of relief from the court. Primarily, they request an order of specific performance compelling Archlight to instruct Synergy Attorneys to register the share transfer with the CAC. Alternatively, they ask the court to directly order Synergy Attorneys to register the transfer, effectively bypassing Archlight. Furthermore, they seek an order compelling the CAC to accept the Share Transfer Forms for registration, thereby formalizing the transfer of ownership. This multifaceted approach aims to ensure the transfer occurs regardless of which party is deemed primarily responsible for the current impasse.
Beyond the specific performance requests, 86 Gardens is pursuing substantial damages and declaratory relief. They seek N100 million in general damages from Archlight for the alleged breach of contract. Importantly, they also request a declaration from the court that Synergy Attorneys exhibited a conflict of interest by failing to register the share transfer. This declaration, if granted, could have significant implications for the legal practice and reputation of Synergy Attorneys and its principal, Abiodun J. Owonikoko.
The core of 86 Gardens’ argument hinges on contract law and fiduciary duty. They contend that Archlight’s alleged failure to transfer the shares represents a clear breach of the SSA. Furthermore, they argue that Synergy Attorneys, acting as the custodian of the transfer documents, had a fiduciary responsibility to facilitate the transfer, and that their failure to do so constituted a breach of the Custody Agreement and a conflict of interest, given their involvement with Archlight. The outcome of this case will significantly impact the ownership of IBEDC and will contribute to the ongoing discourse regarding contract enforcement, fiduciary duties, and the role of legal professionals in complex commercial transactions, particularly in the Nigerian energy sector. The court’s decision will likely have significant implications for the stability and future management of IBEDC.
