Michael Olumide Ogunmola (Trading
under the name and style Momo Consulting)
'S
%
Tunde Badejo (Trading under the name and style Ebo Consult)
40%
Sis%
ot
e
Tunde Badejo (Trading under the name and style Intergrev Ser)
15%
The Claimant avers that from inception of the 1% Defendant, the 2°
Defendant has been in control of the affairs of the 1* Defendant and
that from the year 2018, AKIN DOHERTY, the 3" Defendant. and
~ SENATOR BOLA AHMED TINUBU, the 2™ Defendant, have assumed
firm control of the financial
of the Claimant.
10,
management of the firm to the’ exclusion
The Claimant avers that sometimes in or about the year 2000, he solely
conceived, prepared and presented a proposal to the Lagos State
Government on providing consultancy services using his registered firm,
Infiniti Systems Enterprises, with respect to using computer technology to
track and reconcile the Internally Generated Revenue of the State (IGR).
11.
The Claimant avers that following the presentation of his proposal to
the Lagos State Government,
TINUBU)
who
was
at
the
the 2"
time
the
Defendant
Governor
(BOLA AHMED
of
Lagos
State,
demanded that 70% equity interest in the project be assigned to a
certain Olumide Ogunmola on his (Tinubu’s) behalf before he, the 2"
Defendant will approve the project.
12.
The Claimant avers that he then met with the said Olumide
Ogunmola (whom he had never met before) and it was agreed that a
limited liability company be incorporated in which the Claimant will
hold 30% shares while Olumide Ogunmola and his partners will hold
70% of the shares of the company, as proxy for the 2" defendant.
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The Claimant avers that following the agreement alluded to above,
Alpha Beta Consulting Limited was incorporated in the year 2002 with
the following shareholding ratio:
aR
e
Dapo Apara
e
Olumide Ogunmola
e
Adegboyega Oyetola
The
Claimant
avers
-
30%
ie
40%
TIPEp
30%
that
upon
the
commencement
of
business
operations, the 2" Defendant (BOLA AHMED TINUBU), directed that
the 30% shareholding of Adegboyega Oyetola be transferred to one
Mr. TUNDE BADEJO. This was done.
13:
The Claimant avers that although he was a signatory to all the bank
accounts of the 1 Defendant, payments from the bank accounts of
the 1° Defendant required only 2 signatories which were mostly
handled
between
partners,
the other two
Michael
Messrs
Olumide
Ogunmola and Tunde Badejo.
16,
The Claimant avers that occasionally when the other two partners in
the 1* Defendant apart from the Claimant were
a
the Claimant will be involved as a Tal paek option.
17,
then
not gree
The Claimant - avers that after the incorporation of Alpha- “Beta
Consulting Ltd in 2002 and structured according to the dictates of the
2"? Defendant (BOLA AHMED TINUBU), the 2™ Defendant in his
official capacity as the Governor of Lagos State then approved
that
Alpha-Beta Consulting Ltd be awarded consultancy contract for the
assessment and collection on behalf of the Lagos State Government,
all taxes and Internally Generated Revenue (IGR) due and payable to
the State at a 10% consultancy fee (subject to a benchmark which
varies from time to time).
18.
The Claimant avers that due to the technological innovation that was
deployed by him, the Internally Generated Revenue of the State grew from
a base of about Ni0billion per annum in 2002 to over N300bn in 2019,
19,
In year
or thereabout,
the 2"
Defendant
(BOLA
AHMED
TINUBU) directed that the incorporation structure of the Alpha-Beta
Consulting Ltd be changed from a limited liability company to a
limited liability partnership under a newly promulgated law of the
Lagos State Government. The 2™ defendant explained to the
Claimant that the purpose was to further shield the 2" Defendant,
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13.Page 6 aS
(BOLA AHMED TINUBU'S)
from public scrutiny.
involvement in Alpha-Beta Consulting Ltd
20.
The Claimant avers that in 2010, based on this directive by the am
Defendant (BOLA AHMED TINUBU), the 1* Defendant was registered
as a Limited Liability Partnership to carry on business as information
and communication technology consultants and provide high quality,
value added information solutions to private and public institutions.
21.
The
Claimant
Partnership,
avers
the
after
the
1% Defendant
registration
as
a
Limited
Liability
then took over the Lagos State
contract previously awarded to Alpha Beta Consulting Limited.
Lei
The Claimant avers that upon the registration of the 1* Defendant in
2010, a Partnership Agreement was executed by all the Partners
including the Claimant and Messrs Michael Olumide Ogunmola and
Tunde Badejo. 7he Claimant hereby pleads and shall at the
trial of the suit rely on the Certificate of Registration and the
Partnership Agreement.
eds
~The Claimant avers that the 2" Defendant thereafter directed that
~ Mr. Michael Olumide Ogunmola_ be designated as Managing Partner
of Alpha Beta Consulting LLP, while the Claimant was designated” as
Deputy Managing Partner.
24,
GERTIFIED.TRUE COPY
The Claimant avers that in 2014 the 2 Defendant directed that Mr.
Michael Olumide Ogunmola should cease being the Managing Partner
and the Claimant then became the Managing Partner with access to
review the financial records.
he
Sometime in 2016, the 2"? Defendant (BOLA AHMED TINUBU) told
the Claimant that he (BOLA AHMED TINUBU) has received feedback
that Claimant was reviewing past financial records of the 1°
Defendant. That he was displeased with this action of the Claimant
and therefore intends to bring the 3 Defendant (AKIN DOHERTY)
into the management of the 1* Defendant as Managing Director to
take over the financial management of the company, while the
Claimant should revert to his former role as Deputy Managing
Director and not get involved in the financial affairs of the 1%
Defendant.
26,
The 2" Defendant (BOLA AHMED TINUBU) also warned the claimant
not to even think of exposing his involvement in the financial affairs
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C as the then Acting Chairman
EFC
the
to
ant
end
Def
1*
the
of
ant)
will always protect him (the 2" Defend
EFCC, Ibrahim Magu,
af
The 2™ Defendant also
State Government such
(LIRS) and the Lagos
harass and seize the
the Lagos
threatened to use the agencies of
e service
as the Lagos State Internal Revenu
BCA) to
State Building Control Agency (LS
imant ever
assets of the Claimant if the Cla
betrayed him.
27.
26.
defendant’s request that he, the
The Claimant disagreed with the 9"
of a deputy. Instead the Claimant
Claimant, should revert to the role
he will transition to a consultant
agreed with the 2™ Defendant that
technology and get remunerated
to the 1°* Defendant to manage the
GERTIFEDIRUE COPY
on a monthly basis for this task.
ught to the office premises of
Thereafter, the 3 Defendant was bro
introduced
BADEJO, a partner, and
the 1% Defendant by Mr. TUNDE
ector” of the 1* Defendant.
to the staff as the new “Managing Dir
29,
Thereafter,
Claimant)
BADEJO
MR. TUNDE
told the Claimant that if he (the
ant
ever came to the office of the 1% Defend
he, MR.
of the Claimant. This incident
~ TUNDE BADEJO will terminate the life
under investigation.
was reported to’the police in 2018 and is
30.
investigation into this complaint by the
When the Police commenced
Claimant
in 2018,
the
Defendant
2"
(BOLA
AHMED
TINUBU)
e it.
interfered in the Police investigation to frustrat
BL.
in 2014, the Claimant sent a
On becoming the Managing Partner
the 1% Defendant to remove
Board resolution to all the bankers of
bank
MR. MICHAEL OLUMIDE
as a signatory to all the
OGUNMOLA
accounts of the 1* Defendant.
oe.
335:
banks, the Claimant and
Following this Board Resolution to all the
only authorised “A”
MR. TUNDE BADEJO then remained the
endant able to sign any
signatories of all the accounts of the 1* Def
amount jointly.
of the removal of MR.
Between 2014 after notices to all the banks
to the bank accounts
MICHAEL OLUMIDE OGUNMOLA as signatory
Tunde Badejo jointly
and sometime in 2018, the Claimant and Mr.
t.
operated the bank accounts of the 1* Defendan
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34,
(AKIN
DOHERTY)
and 2™ Defendant (BOLA AHMED
TINUBU)
have
colluded to operate the bank accounts of the 1°* Defendant amongst
themselves without the involvement of the Claimant, contrary to
the
subsisting mandate which stipulates that the Claimant and
MR
TUNDE BADEJO should jointly sign any amount as “A” signat
ories,
apart from a limit of N10 million monthly which may be signed
jointly
by any “A” and a “B” signatory. The "B” signatory was designated
as
Mr. Bode Oluyemi, an employee of the 1% Defendant.
Ds
36.
a
Suspicious that his signature was being forged to enable the
2” and
3 Defendants Operate the bank accounts of the Defendant
without his involvement, the Claimant explicitly wrote
to all the
bankers of the 1 Defendant in February of year 2020 revok
ing his
mandate for any debit transactions. Claimant hereby plea
ds and
shall rely on the said letters at the trial,
IFIED TRUE COPY
The Claimant has also written to the banks toCERT
provide details of all
transactions in the 1* Defendant’s accounts since inception
and
Claimant shall rely upon these letters at the trial,
The Claimant avers that Clause 8 of the Partnership Agreement which
relates to Profit and Losses:provides as follows: -
“The
Partnership’s
profits
and
losses
Capital) shall be divided between
(including
profits
and
losses
of
and borne by the Partners in proportion
to the shares in its capital for the time being owned by them”,
38.
The Claimant avers that the 1% Defendant LLP has received from
the
Lagos
State
Government
commission
for its services
estimated
at
over One hundred and fifty billion naira (N150 billion) from to
date, with the profits
legitimate costs,
ook
of the
Partnership
being
that
sum
minus
The Claimant avers that despite the huge income made
by the 1*
Defendant LLP since 2010 till the present, Messrs Tunde Badej
o and
Akin
Doherty
acting
under
the
direction
of the
2™
Defendant
breached Clause 8 of the Partnership Agreement and denie
d the
Claimant his share of the profit from the partnership as provi
ded in
the Agreement.
40,
The Claimant avers that Messrs Tunde Badejo, Michael Olumide
Ogunmola and Akin Doherty have colluded and conspired to run the
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Defendant through suspicious monetary transfers to third parties
running into billions of naira, contrary to the Partnership Agreement.
41,
The Claimant avers that some
of the suspicious transfers to third
parties
unknown
amongst
many
others
to
the
Claimant
are
as
follows:
a) N500,000,000 payment to SWinstruction dated the 30/12/
Investment Ltd vide payment
CERTIFIED TRUE COPY
b).$2,989,063.33 USD payment to Summit Integrated Services Ltd
vide payment instruction dated the 18/3/15.
c) $1,407,000 USD payment to to Summit Integrated Services Ltd
vide payment instruction dated the 18/3/15.
d) N25million payment to Halizview International Ltd vide payment
instruction dated the 18/3/15.
-@) N39million payment to Halizview International, Ltd vide payment
instruction, Bee the 3/3/15,
f) N38million sausien? to Halizview International Ltd vide payment
instruction dated the 6/3/15.
g)N550million
payment
to Ocean
instruction dated the 15/5/18.
Trust
Ltd
vide
payment
h) N850million
Trust
Ltd
vide
payment
payment
to
Ocean
instruction dated the 14/3/15.
1) Ni billion in Afkar printing
Press together with Vintage
Press
Limited and Lagoon Press Limited in October 2017.
J) N1 billion OCEAN
times
AND
OIL INVESTMENTS
LTD (OANDO)
various
k) N3.5 billion OCEANIC BANK (NOW ECOBANK) various times
1) N100 million IBILE
ONIRU ESTATE)
HOLDINGS
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16/
BLOCK
VIPage 10 m)N~=million
STARCOMMS
100,000,000 SHARES
(ARANDA
~~ RESOURCES)
n) N1.4 billion STERLING ASSET MANAGEMENT
0) N960 million HITV300,000,000 SHARES
p) N11.9 billion SW8 (WEMA BANK)
30,909,090 SHARES
The Claimant shall at the trial of the suit rely on the various
Letters of Instructions aforesaid.
42,
The Claimant avers that on becoming the Managing Director of the
1% Defendant LLP in 2014, he undertook a review of the books of
accounts of the 1% Defendant but the review was affected by the lack
of adequate and in some occasions, non-existent account records.
43.
The Claimant avers that during the review of the account records of
the 1* Defendant that he carried out, huge sums of money that the
1 Defendant earned over the years was not reflected in the
accounts of the 1° Defendant.
CERTIFIED TRUE copy oy
44,
The Claimant avers. that the account review alluded’ to above
revealed large scale fraudulent transactions, some of which are
stated above and diversion of the 1 Defendant funds running into
billions of naira by the 2" and 3 Defendants.
45.
The Claimant avers that the
Defendant occupies the office of the
1* Defendant illegally through undue influence of the 2"? Defendant
and is complicit with the 3 Defendant in continuing to erode profits
of proper partners in the partnership.
46.
The Claimant shall contend at the trial of this suit that all actions of
the
Defendant
acting
alone
or in connivance
with
the
2”°
Defendant is a continuing violation of the Laws of Lagos State as it
pertains
to
Partnerships
as
well
as a violation
of the
Partnership
Agreement through which the 1* Defendant came into existence.
.
The Claimant avers that Clauses 11.0 and 20.1 of the Partnership
Agreement provides for the signing of the Annual Accounts of the
Partnership by all the Partners, including the Claimant, to keep all
necessary and proper accounts of all the partnership transactions.
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The Claimant avers that despite the clear provisions of Clauses 11.and 20.1 of the Partnership Agreement alluded to above, the 2"? and
Defendants
acting
with
Mr
Tunde
Badejo,
have
flagrantly
breached same as no proper annual accounts have been signed by
the Claimant.
49.
The Claimant avers that the failure and refusal of the Defendants to
deliver once every year, to the Registrar, an annual returns to be
certified by the partners of the 1 Defendant which shall contain the
true representation of the total assets of the partnership at the end
of the preceding year and the particulars of indebtedness, is a
violation of Section 76 of the Partnership Law. «
CERTIFIED TRUE COPY
50.
The Claimant shall contend at the trial of this suit that the violations
of the provisions of the Partnership Law by the Defendants is an
offence and is punishable under Section 79 of the Law.
Oh.
The Claimant avers that following the account review of the 1*
Defendant and the revelations that billions of naira earned by the 1*
Defendant over the years were not fully accounted for, he confronted
Mr, Tunde Badejo who then admitted to him that the funds of. the 1*
Defendant were grossly mismanaged over the years including~the
diversion of the 1% Defendant funds for purported joint venture
purposes at the direction of the 2" Defendant and for the benefit of
the 2"? Defendant, (BOLA AHMED TINUBU).
52.
The said partner confided in the Claimant that it was the style of the
2"? Defendant to corrupt his office and extort benefits of between
70% or more from all projects on-going in Lagos State since he
became Governor in 1999 to date.
Sos
The said partner further cited as example to the Claimant the Global
Computerisation Project which is being handled by another company
of his called Soft Alliance and Resources Limited and where all the
payments
TINUBU).
at
55.
received are diverted to the 2" Defendant (BOLA AHMED
The said Mr. Tunde Badejo also cited the case of the
Charge (LUC) Project which followed a similar pattern.
Land
Use
The Claimant avers that Mr. Tunde Badejo further admitted that the
diversion of the 1% Defendant funds over the years running into
billions of naira into suspicious accounts was done in a “smart” way
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scrutiny and to hide his assets from the Code of Conduct Bureau and
the anti-corruption agencies.
56.
The Claimant avers that Mr. Tunde
diversion of the 1° Defendant
repayment of bogus loans to banks
books of the 1% Defendant and
transactions necessitated the poor
Badejo stated that the fraudulent
funds towards the purported
which could not be traced to the
the complex nature of these
account record keeping and in
some cases, the non-existence of some records and accounts.
Des
The Claimant avers that these bogus loan repayments are in the
main deducted at source from the Lagos State Government under a
standing instruction order of the 1* Defendant that the Claimant was
not aware of or consented to.
CERTIAEDERUE GOPY
58.
The Claimant is aware that these bogus loans were facilitated by
Skye Bank (now called Polaris Bank) and other banks. The Claimant
has written to Polaris Bank and other banks to provide a// relevant
information which will be relied upon and presented to the
court when pro vided, at the trial.
:
59. ) The Claimant avers: that after Mr. Tunde Badejo -had explained the
facts alluded to above to him, it became clear to him-that the 1*
Defendant LLP in which he holds 30% of the capital was being used
for
massive
corruption
purposes
including
tax
evasion,
bribery
of
government officials, fraudulent practices, diversion of the funds of
the 1* Defendant and money laundering.
PARTICULARS OF FRAUD:
a) The Claimant avers that the extortion of 70% equity of the 1*
Defendant from him (the Claimant) by the 2nd Defendant (BOLA
AHMED TINUBU) as a pre-condition for him, the 2nd Defendant,
to perform his official duties at the time was abuse of office and a
fraud on the claimant.
b) The Claimant avers that the revelations by Mr. Tunde Badejo of
gross mismanagement of the funds of the 1* Defendant by over
the years including the diversion of the 1* Defendant funds for
purported joint venture purposes was a violation of the
Partnership Law and the Partnership Agreement.
c) The Claimant avers that Mr. Tunde Badejo’s admission that the
diversion of the 1° Defendant funds over the years running into
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Defendant
avers
funds
to
that
the
fraudulent
the
benefit
of
the
diversion
2nd
of
the
Defendant,
1*
the
purported repayment of huge sums as bank loans to banks which
could not be traced to the books of the 1* Defendant and the
fraudulent complex nature of these transactions necessitated the
poor account record keeping and in some cases, the non-existence
of some accounts.
e) The Claimant avers that the dubious and fraudulent payments
made to various 3 parties as shown in the payment instructions
was meant to bankrupt the 1 Defendant and deny the payment
of profit to the Claimant.
GERTIF
f) The Claimant avers that the 1* Deer TAD TRUE COP).
30%
of
the
capital
was
being
used
for
massive
holds
corruption
purposes including tax evasion, bribery of government officials,
diversion of the funds of the 1* Defendant and money laundering
by the 2™, 3Defendants.
60.
The Claimant avers that the said Mr. Tunde Badejo thereafter
~ threatened: the Claimant. that. his life will be in danger if he- ever
reveals the admitted facts’ to third parties.
GL.
The Claimant avers that after a thorough and full assessment of the
information
confirmed
he
the
received
poor
from
records
Defendant and in some
the
book
said
Mr.
keeping
Tunde
Badejo
of accounts
which
of the
1*
cases, non-existent accounts, he decided to
whistle-blow the fraudulent activities of the Defendants, using the 1*
Defendant in which the Claimant is a partner.
62,
The Claimant avers that as a Partner in the 1° Defendant LLP with a 30%
capital, he is entitled to the payment of his dividends from 2010 to date in
accordance with Clauses 8 and 11.0 of the Partnership Agreement.
63.
WHEREFORE the Claimant claims against the defendants jointly and
severally as follows:
A DECLARATION
that the 2” defendant,
not being a named
partner of the I defendant, is not entitled to direct or influence the
affairs of the 1° defendant in such a way that will deprive the
Claimant of his profit and entitlements from the 1° defendant.
AN ORDER directing the defendants herein, to render an account of all
sums due to the Claimant from the defendants, from 2010 til date.
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%
S
d)The
\f-
~
billions of naira into suspicious accounts was done in a “smart”
way to shield the 2nd Defendant.Page 14 at
3.
\
An Order tracing all funds and assets due to the Claimant from the
defendants herein from the inception of the 1st Defendant to date.
An order of specific performance of causes 8 and 11.0 of the Partnership
Agreement that created the ist Defendant by extant partners.
5.
An Order for payment to the Claimant by the 1% and 3” Defendants,
of all sums adjudged to be due to the Claimant from the said 1° and
3° defendants, on the submission of the Accounts.
6.
A PERPETUAL INJUNCTION,
directing, influencing or in any
the 1° defendant, in such a way
profit and entitlements from the
restraining the 2 defendant, from
other manner running the affairs of
that will deprive the Claimant of his
1° defendant, the 2” defendant not
being a named partner of the 1° defendant.
7.
&.
10% Interest on Relief (5) above.
Cost of this suit of Ten Million Naira Only.
|
[
Dated this 1D aby of
—"
A
i Bi
ee
ele
AE
:
ADEGBORY
WA, SAN
SCNo23849°,
SIGNED
EGBORUWA st
i
SAN
~ \EBUN-OLU ADEGBORUWA,
caltli
ra, esq
raperI rapeo
MRUECOPY ~. ADESOJ
rie
,
ADEDOYIN, ESQ
TOSIN ADESIOYE, ESQ
PETER EKAVWO, ESQ
LU
EBUN-O
ADEGBORUWA SAN & COMPANY,
CLAIMANT’S SOLICITORS,
LEKKI
LAW
CENTER
‘KOGUN CHAMBERS, JESUS ARENA,
ITEDO/FREEDOM
129 | Vth
WAY, OFF ADMIRALTY WAY,
LEKKI PHASE 1, LAGOS, NIGERIA.
08100000758/9, 08033016673, adegboruwalaw@vahoo.com:
a
i
se
_.
__—_————
ebunoluadegboruwa@nigerian
FOR SERVICE ON:
1.
2,
THE 15’ DEFENDANT,
ALPHA BETA CONSULTING LLP OF WATER HOUSE,
WATER CORPORATION HEADQUARTERS,
IJORA, LAGOS STATE.
/
<|
THE 2"° DEFENDANT,
ND
SENATOR BOLA AHMED TINUBU
26, BOURDILLON ROAD, IKOYI, LAGOS.
3,
THE 3"° DEFENDANT,
MR AKIN DOHERTY
WATER HOUSE, WATER CORPORATION HEADQUARTERS,
IJORA, LAGOS STATE.
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SAN & CO,
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f
fr
i s
CMe
%
\
kV
j
ff ws
Ho | SoPage 15 IN THE HIGH COURT OF LAGOS STATE
IN THE LAGOS JUDICIAL DIVISION ;
HOLDEN AT LAGOS
/
BETWEEN:
) CLAIMANT
MR OLADAPO JOSEPH APARA
(Trading under the name and style Infiniti Systems Enterprises)
A
ND
OK
|
(N
j (N
\
1. ALPHA-BETA CONSULTING LLP
2. SENATOR BOLA AHMED TINUBU
3, MR. AKIN DOHERTY
\|
) DEFENDANTS
ee
it
QAY
a
CLAIMANT'S LIST OF WITN ESSES TO BE CALLED AT THE TRIAL
1. MR. LANRE BAMKOLE
2, MR. DAPO APARA
3. ANY OTHER WITNESS (ES)
CERTIFIED F
ED TRUE COPY
afh
f AL}
SAN Caney
Dated this ih. Way of mga ONG
or
thereabout,
the
2™
Defendant
(BOLA
AHMED
TINUBU) directed that the incorporation structure of the Alpha-Beta
Consulting
Ltd
be
changed
limited liability partnership
Lagos State Government.
from
a
limited
liability company
to a
under a newly promulgated law of the
The 2"! defendant explained to the
Claimant that the purpose was to further shield the 2° Defendant,
(BOLA AHMED
TINUBU’S)
involvement in Alpha-Beta Consulting Ltd
from public scrutiny.
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That in 2010, based on this directive by the 2° Defendant (BOLA
AHMED TINUBU), the 1* Defendant was registered as a Limited
Liability Partnership to carry on business as information and
communication technology consultants and provide high quality,
value added information solutions to private and public institutions.
21.
After the
Defendant
registration
then took
as a Limited Liability Partnership, the 1*
over the Lagos State contract previously
awarded to Alpha Beta Consulting Limited.
ae
Upon
the registration of the
1% Defendant
in 2010,
a Partnership
Agreement was executed by all the Partners including the Claimant and
Messrs Michael Olumide Ogunmola and Tunde Badejo. The Claimant
hereby pleads
and shall at the
trial of the suit rely on
the
Certificate of Registration and the Partnership Agreement.
23.
The
2™
Defendant
Ogunmola
be
Consulting
LLP,
thereafter
designated
while
the
as
that
Managing
Claimant
Managing Partner.
24.
directed
Mr.
Michael
Partner
of
Alpha
was aur
AGG HUT)
Olumide
as
Beta
Deputy
That in 2014, the 2° Defendant directed that Mr. Michael Olumide
Ogunmola should.
cease
being
the
~ Claimant then: became. the. Managing
Managing
Partner with
Partner
andthe
access: to” review
the financial records.
25:
Sometime in 2016, the 2° Defendant (BOLA AHMED TINUBU) told the
Claimant that he (BOLA AHMED
TINUBU)
has received feedback that
Claimant was reviewing past financial records of the 1 Defendant. That
he was displeased with this action of the Claimant and therefore intends
to bring the 3 Defendant (AKIN DOHERTY) into the management of
the 1 Defendant as Managing Director to take over the financial
management of the company, while the Claimant should revert to his
former role as Deputy Managing Director and not get involved in the
financial affairs of the 1° Defendant.
26,
~
soe
Ad0O FNAL GILLI
The 2™ Defendant (BOLA AHMED TINUBU) also warned the Claimant
not to even think of exposing his involvement in the financial affairs
of the 1* Defendant to the EFCC as the then Acting Chairman of
EFCC, Ibrahim Magu, will always protect him (the 2" Defendant)
ats
The 2™ Defendant also threatened to use the agencies of the Lagos
State Government such as the Lagos State Internal Revenue service
(LIRS) and the Lagos State Building Control Agency (LSBCA) to
harass and seize the assets of the Claimant if the Claimant ever
betrayed him.
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The Claimant disagreed with the 2" defendant's request
Claimant, should revert to the role of a deputy. Instead
agreed with the 2" Defendant that he will transition to
to the 1* Defendant to manage the technology and get
on a monthly basis for this task.
that he, the
the Claimant
a consultant
remunerated
CERTIFED TRE eopy
Yates
ES
AE
|
28.
Thereafter, the 3" Defendant was brought to the office premises of
the 1* Defendant by Mr. TUNDE BADEJO, a partner, and introduced
to the staff as the new “Managing Director” of the 1% Defendant.
29;
Thereafter, MR. TUNDE BADEJO told the Claimant that if he (the
Claimant) ever came to the office of the 1% Defendant he, MR.
TUNDE BADEJO will terminate the life of the Claimant. This incident
was reported to the police in 2018 and is under investigation.
30,
When
the Police commenced
Claimant
in
2018,
the
investigation into this complaint by the
2™
Defendant
(BOLA
AHMED
TINUBU)
interfered in the Police investigation to frustrate it.
Sls.
On
becoming the
Managing
Partner
in 2014,.the
Claimant
sent a
Board resolution to-all the bankers of the it Defendant to remove
_MR. MICHAEL OLUMIDE OGUNMOLA as a signatory to alt the bank
accounts of the 1% Defendant.
jas
Following this Board
MR.
TUNDE
Resolution to all the banks, the Claimant and
BADEJO
then
remained
the
only
authorised
“A”
signatories of all the accounts of the 1% Defendant able to sign any
amount jointly.
33%
Between
MICHAEL
2014 after notices to all the banks of the removal
OLUMIDE
OGUNMOLA
as signatory to the bank accounts
and sometime in 2018, the Claimant and Mr. Tunde
operated the bank accounts of the 1 Defendant.
oA,
of MR.
Badejo jointly
However from 2018 to date, MR. TUNDE BADEJO, the 3™ Defendant
(AKIN DOHERTY) and 2" Defendant (BOLA AHMED TINUBU) have
colluded to operate the bank accounts of the 1* Defendant amongst
themselves without the involvement of the Claimant, contrary to the
subsisting mandate which stipulates that the Claimant and MR
TUNDE BADEJO should jointly sign any amount as “A” signatories,
apart from a limit of N10 million monthly which may be signed jointly
by any “A” and a “B” signatory. The “B” signatory was designated as
Mr. Bode Oluyemi, an employee of the 1** Defendant.
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Suspicious that his signature was being forged to enable the 2™ and
Defendants operate the bank accounts of the 1° Defendant
without his involvement, the Claimant explicitly wrote to all the
bankers of the 1% Defendant in February of year 2020 revoking his
mandate for any debit transactions. Claimant hereby pleads and
shall rely on the said letters at the trial.
36.
The Claimant has also written to the banks to provide details of all
transactions in the 1% Defendant’s accounts since inception and
Claimant shall rely upon these letters at the trial.
Bs
That Clause 8 of the Partnership Agreement which relates to Profit
and Losses provides as follows:
CERTIFIED TRUE COPY
"The Partnerships profits and losses (including profits and losses of
capital) shall be divided between and borne by the Partners in proportion
to the shares in its capital for the time being owned by them”.
38.
That the
1% Defendant
Government
commission
LLP
has
for
its
received
services
from
the Lagos
estimated
at
State
over
One
hundred and fifty billion naira (N150 billion) from 2010 to date, with
the profits of the Partnership being that sum minus legitimate costs.
39.
That despite the huge income made by the 1* Defendant LLP since
2010 till the present, Messrs Tunde Badejo and Akin Doherty. acting
under the direction of the 2" Defendant breached Clause 8 of the
Partnership Agreement and denied the Claimant his share
profit from the partnership as provided in the Agreement.
40.
That Messrs Tunde Badejo,
Doherty have colluded and
business in a manner designed
suspicious monetary transfers
of the
Michael Olumide Ogunmola and Akin
conspired to run the affairs of the
to bankrupt the 1* Defendant through
to third parties running into billions of
naira, contrary to the Partnership Agreement.
td.
That some of the suspicious transfers to third parties amongst many
others unknown to the Claimant are as follows:
N500,000,000 payment to SWinstruction dated the 30/12/13.
Investment
Ltd
vide
payment
$2,989,063.33 USD payment to Summit Integrated Services Ltd vide
payment instruction dated the 18/3/15.
$1,407,000 USD payment to Summit Integrated
payment instruction dated the 18/3/15.
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Services
Ltd videPage 22 d).
N25million
payment
to
Halizview
International
Ltd
vide
payment
International
Ltd
vide
payment
International
Ltd
vide
payment
instruction dated the 18/3/15.
N39million
payment
to
Halizview
instruction dated the 3/3/15.
N38million
payment
to
Halizview
instruction dated the 6/3/15.
g):
N550million payment
dated the 15/5/18.
to Ocean
Trust
Ltd vide
payment
instruction
h).
N850million
to Ocean
Trust
Ltd vide
payment
instruction
payment
dated the 14/3/15.
N1 billion in Afkar printing Press together with Vintage Press Limited
and Lagoon Press Limited in October 2017.
Ni
billion
OCEAN
AND
OIL
INVESTMENTS
LTD
(OANDO)
various
times.
- N3.5 billion OCEANIC BANK (NOW ECOBANK) various times.
N100 million IBILE HOLDINGS LAND (PLOT 16/17 BLOCK VI ONIRU
ESTATE).
N500 million STARCOMMS (ARANDA RESOURCES)
SHARES.
100,000,
N1.4 billion STERLING ASSET MANAGEMENT.
N960 million HITV
300,000,000 SHARES.
N11.9 billion SW8 (WEMA BANK)
30,909,090 SHARES
The Claimant shall at the trial of the suit rely on the various
Letters of Instructions aforesaid.
42.
That on becoming the Managing Director of the 1* Defendant LLP in
2014, the Claimant undertook a review of the books of accounts of
the 1* Defendant but the review was affected by the lack of
adequate and in some occasions, non-existent account records.
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f
a
That during the review of the account records of the 1% Defendant
that the Claimant carried out, huge sums of money that the 1*
Defendant earned over the years were not reflected in the accounts
of the 1% Defendant.
44,
That
the
account
review
alluded
to
above
revealed
large
scale
fraudulent transactions, some of which are stated above and
diversion of the 1* Defendant funds running into billions of naira by
the 2™ and 3 Defendants.
45,
CERTIFIED TRUE COP)
The 3 Defendant occupies the directing offices of the 1* Defendant
illegally through undue influence, unauthorized control and direction
of the 2" Defendant and is complicit with the 3" Defendant in
continuing to erode profits of proper partners in the partnership.
46.
The Claimant shall contend at the trial of this suit that all actions of
the 3 Defendant acting alone or in connivance with the 2™
Defendant is a continuing violation of the Laws of Lagos State as it
pertains
to Partnerships
as
well
as
a violation
of the
Partnership
Agreement through which the 1* Defendant came into existence.
47.
. That Clauses 11.0 and 20.1 of the Partnership Agreement provides
~ for the signing of the Annual Accounts of the-Partnership’
by all-the
Partners,
including
the Claimant,
to keep
all necessary~and
accounts of all the partnership transactions.
CERTIFIED TRUE GORY
WOLSHD @ BT
48.
That despite the clear provisions of Clauses
proper
Ses iae *
11.0 and 20.1 of the
Partnership Agreement alluded to above, the 2 and 3” Defendants
acting with Mr Tunde Badejo, have flagrantly breached same as no
proper annual accounts have been signed by the Claimant.
45.
The failure and refusal of the Defendants to deliver once every year,
to the Registrar, an annual returns to be certified by the partners of
the 1* Defendant which shall contain the true representation of the
total assets of the partnership at the end of the preceding year and
the particulars of indebtedness, is a violation of Section 76 of the
Partnership Law.
50,
The Claimant shall contend at the trial of this suit that the violations
of the provisions of the Partnership Law by the Defendants is an
offence and is punishable under Section 79 of the Law.
SL:
That following the account review of the 1* Defendant and the
revelations that billions of naira earned by the 1* Defendant over the
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>
aPage 24 years were not fully accounted for, the Claimant confronted Mr.
Tunde Badejo who then admitted to the Claimant that the funds of
the 1 Defendant were grossly mismanaged over the years including
the diversion of the 1% Defendant funds for purported joint venture
purposes at the direction of the 2™ Defendant and for
the benefit of
the 2" Defendant, (BOLA AHMED TINUBU),
52s
Bo.
The said partner confided in the Claimant that it was the style of the
2™ Defendant to corrupt his office and extort benefits of between
70% or more from all projects on-going, in Lagos State since he
became Governor in 1999 to date.
ERTIFIED TRUE Copy
The
to the Claimant the Global
said
partner further cited
as example
Computerisation Project which is being handled by another company of his
called Soft Alliance and
Resources
Limited and where
all the payments
received are diverted to the 2™ Defendant (BOLA AHMED TINUBU).
54:
The said Mr. Tunde Badejo also cited the case of the
Charge (LUC) Project which followed a similar pattern.
55: - That Mr. Tunde
Badejo
“Defendant
over
funds
further
the
admitted
years
running
that the
Land
diversion: of the
‘into’ billions
of
Use
1%
naira—into
suspicious accounts. was done in'a’“smart” way to. shield the 2°" Defendant
(BOLA AHMED TINUBU) from public scrutiny and to hide his assets from
the Code of Conduct Bureau and the anti-corruption agencies,
56.
Sfi
That Mr. Tunde Badejo stated that the fraudulent diversion of the 1*
Defendant funds towards the purported repayment of bogus loans to
banks which could not be traced to the books of the 1% Defendant
and the complex nature of these transactions necessitated the poor
account record keeping and in some cases, the non-existence of
some
records and accounts.
That
these
source
from
bogus
the
loan
repayments
Lagos
instruction order of the
State
are
in the
Government
main
under
deducted
a_
at
standing
Defendant that the Claimant was not
aware of or consented to.
58,
The Claimant is aware that these bogus loans were facilitated by
Skye Bank (now called Polaris Bank) and other banks. The Claimant
has written to Polaris Bank and other banks to provide a// relevant
information which will be relied upon and presented to the
court when provided, at the trial.
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That after Mr. Tunde Badejo had explained the facts alluded to above
to the Claimant, it became clear to him that the 1* Defendant LLP in
which he holds 30% of the capital was being used for massive
corruption purposes including tax evasion, bribery of government
officials,
fraudulent
practices,
diversion
Defendant and money laundering.
PARTICULARS
of
the
CERT
funds
of
the
1*
;
CcRTFEDERUE COPY
OF FRAUD:
That the extortion of 70% equity of the 1* Defendant from him (the
Claimant) by the 2nd Defendant (BOLA AHMED TINUBU)
as a
pre-
condition for him, the 2nd Defendant, to perform his official duties at
the time was abuse of office and a fraud on the claimant.
b).
That the revelations by Mr. Tunde Badejo of gross mismanagement of
the funds of the 1 Defendant by over the years including the diversion
of the 1* Defendant funds for purported joint venture purposes was a
violation of the Partnership Law and the Partnership Agreement.
That Mr, Tunde Badejo’s admission that the diversion of the 1% Defendant
funds over the years running into billions of naira into suspicious accounts
was done in.a “smart” way to shield the 2nd Defendant. :
:
:
d).- Pe
Fraludlidenit’ diverstah ‘of the Defendant's funds ‘to-the
benefit of the 2nd Defendant, the purported repayment of huge sums
as bank loans to banks which could not be traced to the books of the
1*
Defendant
transactions
and
the
necessitated
fraudulent
complex
the poor account
nature
record
of
keeping
these
and
in
some cases, the non-existence of some accounts.
e).
That
the
dubious
and
fraudulent
payments
made
to various
3”
parties as shown in the payment instructions was meant to bankrupt
the 1* Defendant and deny the payment of profit to the Claimant.
f).
That the 1* Defendant LLP in which the Claimant holds 30% of the
capital was being used for massive corruption purposes including tax
evasion, bribery of government officials, diversion of the funds of the
1* Defendant and money laundering by the 2", 3Defendants.
60.
That the said Mr. Tunde Badejo thereafter threatened the Claimant
that his life will be in danger if he ever reveals the admitted facts to
third parties.
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Claimant received from the said Mr. Tunde Badejo which confirmed
the poor records book keeping of accounts of the 1* Defendant and
in some cases, non-existent accounts, he decided to whistle-blow the
fraudulent activities of the Defendants, using the 1* Defendant in
which the Claimant is a partner.
62.
That as a Partner in the 1* Defendant LLP with a 30% capital, the
Claimant is entitled to the payment of his dividends from 2010 to date
in accordance with Clauses 8 and 11.0 of the Partnership Agreement.
63.
WHEREFORE
the Claimant claims against the defendants jointly and
severally as follows:
CERTIFIED TRUE COPY
A DECLARATION that the 2” defendant. not being a named
partner of the 1° defendant, is not entitled to influence or direct the
affairs of the 1° defendant in such a way that will deprive
Claimant of his profit and entitlements from the 1° defendant.
Ps
the
AN ORDER directing the defendants herein, to render an account of al/
sums due to the Claimant from the defendants, from 2010 till date:
-
An Order tracing all-funds-and assets due to the Claimant from the
defendants herein from the inception of the 1st Defendant to date.
An order of specific performance of clauses 8 and 11.0 of the Partnership
Agreement that created the Ist Defendant by extant partners.
An Order for payment to the Claimant by the 1° and #7 Defendants,
of all sums adjudged to be due to the Claimant from the said 1* and
3° defendants, on the submission of the Accounts.
A PERPETUAL INJUNCTION, restraining the 2” defendant, from
directing, influencing or in any
the 1° defendant, in such a way
profit and entitlements from the
being a named partner of the 1°
other manner running the affairs of
that will deprive the Claimant of his
1° defendant, the 2” defendant not
defendant.
10% Interest on Relief (5) above.
Cost of this suit of Ten Million Naira Only.
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on
Ls
61.Page 27 ap oe
64.
That I, LANRE BAMKOLE, depose to this affidavit in good faith,
conscientiously believing all the facts contained herein to be true and
in accordance with the provisions of the Oaths Act.
Ce
_ FR
See wueeg sen veces renege SU
DEPONENT
SWORN to at the High Court Registry, Lagos,
CTS wenatsmee
Oleniess
MINS
ce
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Lo
-
IN THE HIGH COURT OF LAGOS state / >i
Ge
IN THE LAGOS JUDICIAL DIVISION [fo hasWS CUA
SUIT NO:..
BETWEEN:
MR. aDSERE OLADAPO APARA
~
~
AND
1, ALPHA-BETA CONSULTING LLP
TS
2, SENATOR BOLA AHMED TINUBU
3. MR, AKIN DOHERTY
Rp
(GO
Ai
WITNESS STATEMENT ON OATH OF
MR. JOSEPH OLADAPO APARA
|, MR. JOSEPH OLADAPO APARA, Nigerian, male, Chartered Accountant
Street, llupeju, Lagos do hereby make oath and state as follows:
1,
~
2,
of 27, Oduwobi
| am the Claimant in this suit, a Nigerian Citizen and a Chartered Accountant who
trades under the name and style of Infiniti Systems Enterprises of 27, Oduwobi
Street, llupeju, Lagos.
The
1st Defendant
under
the
GERTIFIER TRUE COP)
is a Limited
Partnership
Law
Liability Partnership
of Lagos
State
with
that was
its office
registered
at Water
in 2010,
House,
Water
Corporation Headquarters, ljora, Lagos.
Bs
The 2nd Defendant is a politician and former Governor of Lagos State between and 2007 who at all material times to this suit, was a controlling interest of the 1st
Defendant while hiding his involvement in the 1st Defendant from the public. He is
resident at 26, Bourdillon Road, Ikoyi, Lagos.
4,
The 3rd Defendant parades himself as the Managing Director/Managing Partner of
the 1* Defendant contrary to the provisions of the Partnership Agreement, with his
office at Water House, Water Corporation Headquarters, ljora, Lagos.
5,
The 3rd Defendant is not one of the Partners of the 1st Defendant LLP but was alsoa
former Commissioner of Finance under the administration of the 2nd Defendant,
Bola Ahmed Tinubu,
6.
The
main
and
reconciliation
business of the
1st Defendant
is and
of Internally Generated
hao
HOLDEN AT LAGOS
has been
Revenue
the computation,
in Lagos State
tracking
in return for a
commission.
Page
1|
NS
ot
[Page 29 The 2nd Defendant has directed and dictated the affairs of the 1°* Defendant to
divert assets of the 1 Defendant to his (the 2nd Defendant) benefit and to the
detriment of the Claimant.
The Claimant avers that the ownership of the 1% Defendant and the percentage of
the capital contributed by the partners, including the Claimant are as follows:
e
Dapo Apara (Trading under the name
and style Infiniti Systems Enterprises
30%
CERTIFIED TRUE COPY
e
Michael Olumide Ogunmola (Trading
under the name and style Momo Consulting)
Tunde Badejo (Trading under the name and style Ebo Consult)
® Tunde Badejo (Trading under the name and style intergrev Ser)
40%
15%
15%
The Claimant avers that from inception of the 1‘t Defendant, the 2" Defendant has
been in control of the affairs of the 1°* Defendant and that from the year 2018, AKIN
DOHERTY,
the
Defendant
and
SENATOR
BOLA
AHMED
TINUBU,
Defendant, have assumed firm control of the financial management
the exclusion of the Claimant.
the
2"
of the firm to
10.
The Claimant avers that sometimes in or about the year 2000, he solely conceived,
prepared and presented a proposal to the Lagos State Government on providing
consultancy services using his registered firm, Infiniti Systems Enterprises, with
respect to using computer technology to track and reconcile the Internally
Generated Revenue of the State (IGR).
‘
A.
The Claimant avers that following the presentation of his proposal to the Lagos State
Government, the 2"? Defendant (BOLA AHMED TINUBU) who was at the time the
Governor of Lagos State, demanded that 70% equity interest in the project be
assigned to a certain Olumide Ogunmola on his (Tinubu’s) behalf before he, the 2™
Defendant will approve the project.
12.
The Claimant avers that he then met with the said Olumide Ogunmola (whom he had
never met before) and it was agreed that a limited liability company be incorporated
in which the Claimant will hold 30% shares while Olumide Ogunmola and his
partners will hold 70% of the shares of the company, as proxy for the 2° defendant.
13.
The Claimant avers that following the
Consulting Limited was incorporated
shareholding ratio:
°
°
°
14,
agreement alluded to above, Alpha Beta
in the year 2002 with the following
Dapo Apara
Olumide Ogunmola
Adegboyega Oyetola
30%
40%
30%
The Claimant avers that upon the commencement of business operations, the TINUBU), directed that the 30% shareholding of
Defendant (BOLA AHMED
Adegboyega Oyetola be transferred to one Mr, TUNDE BADEJO. This was done,
Page
2|10Page 30 The Claimant avers that although he was a signatory to all the bank accounts of the
1° Defendant, payments from the bank accounts of the 1% Defendant required only
2 signatories which were mostly handled between the other two partners, Messrs
Michael Olumide Ogunmola and Tunde Badejo.
16.
The Claimant avers that occasionally when the other two partners in the 1%
Defendant apart from the Claimant were not available, then the Claimant will be
involved as a fallback option.
Li.
The Claimant avers that after the incorporation of Alpha-Beta Consulting Ltd in and structured according to the dictates of the 2" Defendant (BOLA AHMED
TINUBU), the 2" Defendant in his official capacity as the Governor of Lagos State
then approved that Alpha-Beta Consulting Ltd be awarded consultancy contract for
the assessment and collection on behalf of the Lagos State Government, all taxes
and Internally Generated Revenue (IGR) due and payable to the State at a 10%
consultancy fee (subject to a benchmark which varies from time to time),
18.
The Claimant avers that due to the technological innovation that was deployed by
him, the Internally Generated Revenue of the State grew from a base of about
N10billion per annum in 2002 to over N300bn in 2019.
19,
In year 2010 or thereabout, the 2" Defendant (BOLA AHMED TINUBU) directed that
the incorporation structure of the Alpha-Beta Consulting Ltd be changed from a
limited liability company to a limited liability partnership under a newly promulgated
law of the Lagos State Government. The 2°¢ defendant explained to the Claimant
that the purpose was to further shield the 2"! Defendant, (BOLA AHMED TINUBU’S)
involvement in Alpha-Beta Consulting Ltd from public scrutiny,
20.
The Claimant avers that in 2010, based on this directive by the 2" Defendant (BOLA
AHMED TINUBU), the 1* Defendant was registered as a Limited Liability Partnership
to carry on business as information and communication technology consultants and
provide high quality, value added information. solutions. scRUE
‘py
institutions.
GERTIE 1 oy
BS
21.
The Claimant avers after the registration as a Limited Liability Partnership, the 1%
Defendant then took over the Lagos State contract previously awarded to Alpha Beta
Consulting Limited.
22.
The Claimant avers that upon the registration of the 1% Defendant in 2010, a
Partnership Agreement was executed by all the Partners including the Claimant and
Messrs Michael Olumide Ogunmola and Tunde Badejo. The Claimant hereby pleads
and shall at the trial of the suit rely on the Certificate of Registration and the
Partnership Agreement.
23.
The Claimant avers that the 2" Defendant thereafter directed that Mr. Michael
Olumide Ogunmola be designated as Managing Partner of Alpha Beta Consulting LLP,
while the Claimant was designated as Deputy Managing Partner.
Page
3|
——,
15.Page 31 24,
The Claimant avers that in 2014 the 2 Defendant directed that Mr. Michael
Olumide Ogunmola should cease being the Managing Partner and the Claimant then
became the Managing Partner with access to review the financial records.
25.
Sometime in 2016, the 2 Defendant (BOLA AHMED TINUBU) told the Claimant that
he (BOLA AHMED TINUBU) has received feedback that Claimant was reviewing past
financial records of the 1%* Defendant. That he was displeased with this action of the
Claimant and therefore intends to bring the 3 Defendant (AKIN DOHERTY) into the
management of the 1% Defendant as Managing Director to take over the financial
management of the company, while the Claimant should revert to his former role as
Deputy Managing Director and not get involved in the financial affairs of the 1°
Defendant.
26,
The 2° Defendant (BOLA AHMED TINUBU) also warned the claimant not to even
think of exposing his involvement in the financial affairs of the 1% Defendant to the
EFCC as the then Acting Chairman of EFCC, Ibrahim Magu, will always protect him
(the 2°¢ Defendant)
GERTIFIED
TRUE GOPY
27.
The 2" Defendant also threatened to use the agencies of the Lagos State
Government such as the Lagos State Internal Revenue service (LIRS) and the Lagos
State Building Control Agency (LSBCA) to harass and seize the assets of the Claimant
if the Claimant ever betrayed him.
27,
The Claimant disagreed with the 2" defendant's request that he, the Claimant,
should revert to the role of a deputy. Instead the Claimant agreed with the 2"¢
Defendant that he will transition to a consultant to the 1%* Defendant to manage the
technology and get remunerated on a monthly basis for this task.
28.
Thereafter, the 3 Defendant was brought to the office premises of the 1*
Defendant by Mr. TUNDE BADEJO, a partner, and introduced to the staff as the new
“Managing Director” of the 1 Defendant.
29.
Thereafter, MR. TUNDE BADEJO told the Claimant that if he (the Claimant) ever
came to the office of the 1°* Defendant he, MR. TUNDE BADEJO will terminate the
life of the Claimant. This incident was reported to the police in 2018 and is under
investigation.
30.
When the Police commenced investigation into this complaint by the Claimant in
2018, the Defendant (BOLA AHMED
TINUBU) interfered in the Police
investigation to frustrate it.
Sul.
On becoming the Managing Partner in 2014, the Claimant sent a Board resolution to
all the bankers of the 15' Defendant to remove MR. MICHAEL OLUMIDE OGUNMOLA
as a signatory to all the bank accounts of the 1° Defendant.
32)
Following this Board Resolution to all the banks, the Claimant and MR. TUNDE
BADEJO then remained the only authorised “A” signatories of all the accounts of the
1°' Defendant able to sign any amount jointly.
Page
4|10Page 32 33k
Between 2014 after notices to all the banks of the removal of MR.
MICHAEL
OLUMIDE OGUNMOLA as signatory to the bank accounts and sometime
in 2018, the
Claimant and Mr. Tunde Badejo jointly operated the bank accounts
of the 1%
Defendant.
34,
However from 2018 to date, MR. TUNDE BADEJO, the 3" Defendant
(AKIN DOHERTY)
and 2° Defendant (BOLA AHMED TINUBU) have colluded to operate
the bank
accounts of the 1* Defendant amongst themselves without the involve
ment of the
Claimant, contrary to the subsisting mandate which stipulates that the
Claimant and
MR TUNDE BADEJO should jointly sign any amount as “A” signatories,
apart from a
limit of N10 million monthly which may be signed jointly by any
“A” and a “B”
signatory. The “B” signatory was designated as Mr. Bode Oluyemi,
an employee of
the 1%t Defendant.
35:
Suspicious that his signature was being forged to enable the 2 and 3°¢
Defendants
operate the bank accounts of the 1° Defendant without his involvem
ent, the
Claimant explicitly wrote to all the bankers of the 1* Defendant in February
of year
2020 revoking his mandate for any debit transactions. Claimant hereby pleads
and
shall rely on the said letters at the trial.
36.
The Claimant has also written to the banks to provide details of all transacti
ons in
the 18 Defendant’s accounts since inception and Claimant shall rely upon
these
le tters
at
the
triial.
a
ewe
a7.
The Claimant
avers that Clause
IFIED T
A, r
u
8 of the Partnership Agreement
ECO |e
which
Profit and Losses provides as follows:
relates to
“The Partnership's profits and losses (including profits and losses of capital) shall be
divided between and borne by the Partners in proportion to the shares in its capital
for the time being owned by them”,
38,
The Claimant avers that the 1st
Government commission for its
billion naira (N150 billion) from
being that sum minus legitimate
39,
The Claimant avers that despite the huge income made by the 1° Defendant
since 2010 till the present, Messrs Tunde Badejo and Akin Doherty acting under
direction of the 2"? Defendant breached Clause 8 of the Partnership Agreement
denied the Claimant his share of the profit from the partnership as provided in
Agreement.
40.
The Claimant avers that Messrs Tunde Badejo, Michael Olumide Ogunmola and Akin
Doherty have colluded and conspired to run the affairs of the business in a manner
designed to bankrupt the 15st Defendant through suspicious monetary transfers to
third parties running into billions of naira, contra ry to the Partnership Agreement.
41.
The Claimant avers that some of the suspicious transfers to third parties amongst
many others unknown to the Claimant are as follows:
Defendant LLP has received from the Lagos State
services estimated at over One hundred and fifty
2010 to date, with the profits of the Partnership
costs.
Page
5]
LLP
the
and
thePage 33 a).
N500,000,000 payment to SW
Investment Ltd vide payment instruction dated the
30/12/13.
b),
$2,989,063.33 USD payment
instruction dated the 18/3/15.
to
Summit
Integrated
Services
Ltd
c).
$1,407,000 USD payment to to Summit Integrated Services Ltd
instruction dated the 18/3/15.
d).
N25million
payment to Halizview International
vide
payment
vide
payment
Ltd vide payment
instruction dated
N39million payment to Halizview International Ltd vide payment
the 3/3/15.
instruction dated
N38million
instruction dated
the 18/3/15,
payment to Halizview International Ltd vide payment
the 6/3/15.
g).
N550million
payment
to
Ocean
Trust
Ltd
vide
payment
instruction
dated
the
payment
to
Ocean
Trust
Ltd
vide
payment
instruction
dated
the
15/5/18.
h).
N850million
14/3/15,
N1 billion OCEAN
AND OIL INVESTMENTS
LTD (OANDO)
Limited and
various times.
N3.5 billion OCEANIC BANK (NOW ECOBANK) various times.
N100 million IBILE HOLDINGS
N500 million STARCOMMS
LAND (PLOT 16/17 BLOCK VI ONIRU
(ARANDA
RESOURCES)
ESTATE).
100,000,000 SHARES.
N1.4 billion STERLING ASSET MANAGEMENT.
p).
N960 million HITV
q).
N11.9 billion SW8 (WEMA BANK)
Lagoon
ano snes GISLLUSO
N1 billion in Afkar printing Press together with Vintage Press
Press Limited in October 2017.
300,000,000 SHARES.
30,909,090 SHARES
The Claimant shall at the trial of the suit rely on the various Letters of Instructions
aforesaid.
42.
The Claimant avers that on becoming the Managing Director of the 1° Defendant LLP
in 2014, he undertook a review of the books of accounts of the 1%t Defendant but the
review was affected by the lack of adequate and in some occasions, non-existent
account records.
Page
6|10Page 34 43,
The Claimant avers that during the review of the account records of the 1%
Defendant that he carried out, huge sums of money that the 1° Defendant earned
over the years was not reflected in the accounts of the 15t Defendant.
44,
The Claimant avers that the account review alluded to above revealed large scale
fraudulent transactions, some
of which
are stated above
and diversion
Defendant funds running into billions of naira by the 2 and 3 Defendants.
45.
46.
of the 1%
The Claimant avers that the 3" Defendant occupies the office of the 1% Defendan
t
illegally through undue influence of the 2" Defendant and is complicit with
the Defendant in continuing to erode profits of proper partners in the partnership.
The Claimant shall contend at the trial of this suit that all
acting alone or in connivance with the 2™ Defendant is
Laws of Lagos State as it pertains to Partnerships as
Partnership Agreement through which the 15t Defendant
actions of the 3 Defendant
a continuing violation of the
well as a violation of the
came into existence.
47.
The Claimant avers that Clauses 11.0 and 20.1 of the Partnership Agreement
provides for the signing of the Annual Accounts of the Partnership by all the
Partners, including the Claimant, to keep all necessary and proper accounts of all the
partnership transactions.
—
48.
The Claimant avers that despite the clear provisions of Clauses 11,0 and 20.1 of the
Partnership Agreement alluded to above, the 2°¢ and 3" Defendants acting with Mr
Tunde Badejo, have flagrantly breached same as no proper annual accounts have
been signed by the Claimant.
49,
The Claimant
every year, to
1% Defendant
partnership at
CERTIFIED TRUE COPY
avers that the failure and refusal of the Defendants to deliver once
the Registrar, an annual returns to be certified by the partners of the
which shall contain the true representation of the total assets of the
the end of the preceding year and the particulars of indebtedness, is a
violation of Section 76 of the Partnership Law.
50,
The Claimant shall contend at the trial of this suit that the violations of the provisions
of the Partnership Law by the Defendants is an offence and is punishable under
Section 79 of the Law.
od;
The Claimant avers that following the account review of the 1%* Defendant and
revelations that billions of naira earned by the 1 Defendant over the years were
fully accounted for, he confronted Mr. Tunde Badejo who then admitted to him
the funds of the 1 Defendant were grossly mismanaged over the years including
diversion of the 1% Defendant funds for purported joint venture purposes at
direction of the 2" Defendant and for
the benefit of the
Defendant,
the
not
that
the
the
(BOLA
AHMED TINUBU),
52.
The said partner confided in the Claimant that it was the style of the 2" Defendant
to corrupt his office and extort benefits of between 70% or more from all projects
on-going in Lagos State since he became Governor in 1999 to date.
Page
7|10Page 35 53,
The
said
partner
further
cited
as
example
to
the
Claimant
the
Global
Computerisation Project which is being handled by another company of his called
Soft Alliance and Resources Limited and where all the payments received are
diverted to the 2"4 Defendant (BOLA AHMED TINUBU).
54,
The said Mr. Tunde Badejo also cited the case of the Land Use Charge (LUC) Project
which followed a similar pattern.
55,
The Claimant avers that Mr. Tunde Badejo further admitted that the diversion of the
1* Defendant funds over the years running into billions of naira into suspicious
accounts was done in a “smart” way to shield the 2" Defendant (BOLA AHMED
TINUBU) from public scrutiny and to hide his assets from the Code of Conduct
Bureau and the anti-corruption agencies.
CERTIFIED TRUE COPY
56,
The Claimant avers that Mr. Tunde Badejo stated that the fraudulent diversion of the
1* Defendant funds towards the purported repayment of bogus loans to banks
which could not be traced to the books of the 15* Defendant and the complex nature
of these transactions necessitated the poor account record keeping and in some
cases, the non-existence of some records and accounts.
Dike
The Claimant avers that these bogus loan repayments are in the main deducted at
source from the Lagos State Government under a standing instruction order of the
1* Defendant that the Claimant was not aware of or consented to.
58.
The Claimant is aware that these bogus loans were facilitated by Skye Bank (now
called Polaris Bank) and other banks, The Claimant has written to Polaris Bank and
other banks to provide all relevant information which will be relied upon and
presented to the court when provided, at the trial.
59.
The Claimant avers that after Mr. Tunde Badejo had explained the facts alluded to
above to him, it became clear to him that the 15 Defendant LLP in which he holds
30% of the capital was being used for massive corruption purposes including tax
evasion, bribery of government officials, fraudulent practices, diversion of the funds
of the 1% Defendant and money laundering.
PARTICULARS OF FRAUD:
a).
b).
c).
The Claimant avers that the extortion of 70% equity of the 1° Defendant from him
(the Claimant) by the 2nd Defendant (BOLA AHMED TINUBU) as a pre-condition for
him, the 2nd Defendant, to perform his official duties at the time was abuse of office
and a fraud on the claimant.
The Claimant avers that the revelations by Mr. Tunde
Badejo of gross
mismanagement of the funds of the 1° Defendant by over the years including the
diversion of the 1% Defendant funds for purported joint venture purposes was a
violation of the Partnership Law and the Partnership Agreement.
The Claimant avers that Mr. Tunde Badejo’s admission that the diversion of the 1*
Defendant funds over the years running into billions of naira into suspicious accounts
was done ina “smart” way to shield the 2nd Defendant.
Page
8|10Page 36 The Claimant avers that the fraudulent diversion of the 1° Defendant funds to the
benefit of the 2™ Defendant, the purported repayment of huge sums as bank loans to
banks which could not be traced to the books of the 1° Defendant and the fraudulent
complex nature of these transactions necessitated the poor account record keeping
d).
and, in some cases, the non-existence of some accounts.
The
e).
Claimant avers that the dubious
parties as shown
and fraudulent payments
made to various 3%
in the payment instructions was meant to bankrupt the 1 Defendant
and deny the payment of profit to the Claimant.
f).
The Claimant avers that the 1" Defendant LLP in which he holds 30% of the capital was
being
used
for massive corruption
purposes including tax evasion, bribery of
of the 1* Defendant and money laundering
funds
the
of
diversion
officials,
government
by the 2, 3 Defendants,
CERTIFIED TRUE COPY
60.
The Claimant avers that the said Mr. Tunde Badejo thereafter threatened the Claimant
that his life will be in danger if he ever reveals the admitted facts to third parties.
61.
The Claimant avers that after a thorough and full assessment of the information he
received from the said Mr. Tunde Badejo which confirmed the poor records book
keeping of accounts of the 1° Defendant and in some cases, non-existent accounts, he
decided to whistle-blow the fraudulent activities of the Defendants, using the 1*
Defendant in which the Claimant is a partner.
62.
The Claimant avers that that as a Partner in the 1" Defendant LLP with a 30% capital, he
is entitled to the payment of his dividends from 2010 to date in accordance with Clauses
8 and 11.0 of the Partnership Agreement.
63.
WHEREFORE the Claimant claims against the defendants jointly and severally as follows:
A
DECLARATION
that
the
2™
Defendant,
not
being
a named
partner
of the
1°
Defendant, is not entitled to influence or direct the affairs of the 1 Defendant in such a
way that will deprive the Claimant of his profit and entitlements from the 1° Defendant.
AN ORDER directing the Defendants herein, to render an account of all sums due to the
Claimant from the Defendants, from 2010 till date.
An Order tracing all fund and assets due to the Claimant from the defendants herein
from the inception of the 1° Defendant to date.
An Order of specific performance of clauses 8 and 11.0 of the Partnership Agreement
that created the 1° Defendant by extant partners.
An Order for payment to the Claimant by the 1* and
Defendant, of all sums adjudged
to be due to the Claimant from the said 1° and 3 Defendants, on the submission of the
Accounts.
A PERPETUAL INJUNCTION,
restraining the 2” Defendant, from directing, influencing or
in any other manner running the affairs of the 1* Defendant, in such a way that will
deprive the Claimant of his profit and entitlements from the 1° Defendant, the 2™
Defendant not being a named partner of the 1* Defendant.
10% Interest on Relief (5) above.
Cost of this suit of Ten Million Naira Only.
Page9|10Page 37 64,
That
| MR,
JOSEPH
OLADAPO
APARA,
depose
to
this
affidavit
in good
faith,
conscientiously believing all the facts contained herein to be true and in accordance
Hassan Humaid Al Suwaidi
:
a)
‘ with the provisions of the Oaths Act.
Signature & Stamp as Witness
Regulated Lawyer, nsaaaze ph nder
Professional License Ne. 544326 fhPai
UAE
i
:
|
| Email: info@hhslawyers.com 4 snature
Regulated Lawyer
Place
Dubai
vategFf - >) 202)
FOR VERIFICATION OF THIS
DOCUMENTS
PLEASE CONTACT
mali@hhslawyers.com
Dubai - VAE
GEnfiFien TRUEje copy
—
Sasa i “cam
Page
10| 10Page 38 SSE
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Attestation of Signature
Ayal) CILLA) Alga g Lgl JAY aladtugd|
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To Be Used Inside Nigeria , U.A.E
|
I, the undersigned\ Joseph Oladapo Apara,
Nigerian National holder of Emirates Resident
Boma
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Card No. 784-1961-9838541-9, and holder of
vis lye dls 784-196 1-9838541-
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In my personal capacity and any other capacity,
do hereby declare that my signature subscribed
below is the authorized signature with all natural
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committees,
councils references, Free Zones
Authorities, government and civil departments,
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Chamber of commerce and industry, Department
of Tourism, Commerce Marketing, Ministry of
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QuclainI Grate
installations,
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IN THE LAGOS JUDICIAL DIVISION/,
HOLDEN AT LAGOS
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SUIT NO. icsseeneeeeeeeeee
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BETWEEN:
) CLAIMANT
MR OLADAPO JOSEPH APARA
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(Trading under the name and style Infiniti Systems Enterprises)
>
A
AND
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DEFENDANTS
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1. ALPHA-BETA CONSULTING LLP
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2, SENATOR BOLA AHMED TINUBU
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3. MR. AKIN DOHERTY
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CLAIMANT'S LI ST OF DOCUMENTS TO BE RELIED UPON AT THE TRIAL
1. The Certificate of Registration of the Partnership Ag reement.
2. Letters of Instruction regarding various payments referred to in
paragraph 41 of the Witness depositions on oath.
3, Letters of revocation of the mandate given by Claimant dated gan
February 2020.
4, Board Resolution dated 24" July 2014 signed by the Claimant.
5. Letter of Introduction of authorized signatory dated 28" August
signed by the Claimant.
6: Partnership Agreement of the 1* defendant.
7. Power of Attorney dated 5" August 2018.
centent
8. Any other document (s).
if
180"
qRvE co
.
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Dated this LS fey Of sb AYN see SIGNED
EGBORUWA , san
\
—EBUN-OLU ADEGBORUWA, SAN
TADE IPADEOLA, ESQ
ADESOJI ADEDOYIN, ESQ
TOSIN ADESIOYE, ESQ
PETER EKAVWO, ESQ
CLAIMANT'S SOLICITORS,
LEKKI LAW CENTER
‘KOGUN CHAMBERS, JESUS ARENA,
ITEDO/FREEDOM WAY, OFF ADMIRALTY WAY,
LEKKI PHASE 1, LAGOS, NIGERIA.
08100000758/9, 08033016673,
(or,
Le
Qiks
c
>
i
EBUN-OLU ADEGBORUWA SAN & COMPANY,
adegboruwalaw@yahoo.com; ebunoluadegboruwa@nigerianbar.ng
EBUN-OLU ADEGBORUWA SAN & CO.
www.adegboruwalaw.com
| 0810 000 0759 | 0803 301 6673 | 0803 324 adegboruwalaw@yahoo.com | adegboruwalaw@gmail.com
(so
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FOR SERVICE ON:
1.
THE 15° DEFENDANT,
ALPHA BETA CONSULTING LLP OF WATER HOUSE,
WATER CORPORATION HEADQUARTERS,
TWJORA, LAGOS STATE.
THE 2"° DEFENDANT,
SENATOR BOLA AHMED TINUBU
26, BOURDILLON ROAD, IKOYI, LAGOS.
THE 3°° DEFENDANT,
MR AKIN DOHERTY
WATER HOUSE, WATER CORPORATION HEADQUARTERS,
IJORA, LAGOS STATE.
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EBUN-OLU ADEGBORUWA SAN & CO.
www.adegboruwalaw.com
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Alpha- -Beia C onsul ting
December
Lumites
s
RC
30,
The Branch Manager
Skye Bank Plc
45, Adeola Odeku Street
Victoria Island, Lagos °
Dear SidMadarn,
WHTHDRAWAL
INSTRUCTION
Please kindly take this as autherity to debit our
current acco unt
numbet 1771393251 with the sum of N500,000,000.00( Five
Hundred Million Naira Only) and credit as follows:
Skye Bank Pie
Ranke:
Account
Number:
Account Name:
SWé8 Investment Limited
Amount:
N 500,000, 608.
— TFTESTRGECAPY
Thank you.
Yours
faithfully,
FOR:
a DM A. BETA
Ms
CONSULT iMG
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ALPHABETA
CONSULTING
PIM
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March
PA
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LPN
18,
The Branch Manager,
Zenith Bank Ple,
Adeyemo Alakija,
Victoria Island
:
Lagos.
Dear Sir,
TRANSFER FROM ACCOUNT NUMBER $Kindly use this as an instruction (o debit -our domiciliary
5070392516 and transfer to the account details below:
current account
Account Name:
Sunimit Integrated Reeurces Lid
Bank:
Zenith Bank. Pls, Adeyemo Alakija Branch
Account Number: — §-
Amount:
number
-
$2,989.063.
Thank you.
coqgat ott
NN
Yours faithfully,
at
at
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Le
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A ve ORIZED SIGNATORY
hey
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AUTHORUZ
i
‘
Co So_
IGNATORY
(
Water House Headquarters, Ist Floor, The Logos-State Water Corporotion, fora Cousewoy,
Ijora, Lages, RO.Box 51856, Ikoyi Lagos.
T T326534, 7749601, 2194292, Fox:7926538, Uenuail: Info@alpha-beta,nct, alphabchtconsilt{@jhowns
il.cam, Welnitis: wwir.
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*
LPN
Mureh
18,
‘The Branch Manager,
Zenith Bank ie,
:
Adeyemo Alakija,
Vieloria Island
Lagos,
Dear Sir,
TRANSFER FROM ACCOUNT NUMBER Kindly use this as an instruction to debit our domiciliary current account number
5070392516 and transfer to the account details below;
Account Name:
.
Bank:
Summit Integrated Reources Ltd
Zenith Bank Ple, Adeyemo Alokija’ Branch
Accounl Number:
50792981
Amount:
$1,407,000,
Thank you,
toe
.
gcarinen sad
Yours faithfully,
ED SIGNATORY
os
é
as, 3ilo iets Gi
Woter House Headquarters, ¥st Flaor, The Lagos State Water Corperetion, fiore Cousewoy, loro, Lagos. FO. Bax 51656, tkoyi Lagos.
T: TI2HSM.
1749601, _ 21292,
*
Fun, “7926835, E--miail: 2 bnfo@alphu-bese, net, atphobet: eon sul lift hotmail. rom, Website: wrew.lpha-bcla netPage 45 :
ALPHABETA [m®
CONSULTING eo
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LPN
OU
March 10,
The Branch Manager
Zenith Bank Ple,
.
Adeyemo Alakija-Brauch,
i
.
,
Victoria (sland.
Lagos.
yo
,
.
Attentiau: Chineye Chukwudile
Dear Sit
.
«
Transfer of Funds frum Account No 10)
.
:
Kindly transfer the sui of 25,000,000,00CTwenty-Five Million Naira Only) io the beneficiary
as detailed below:
Aveount Naune:
Hallizview loternatignal Ltd
Account Number:
.
;
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ALPHA-BETA CONSULTING LLP
(LIMITED LIABILITY PARTNERSHIP)
PARTNERSHIP AGREEMENT
— AGRO NAL GALLYZ
Prepared by:
Adebayo Oriola
A.A.Oriola&Co.
49 Lawson Street
-Off Moloney Street
Lagos.Page 56 , day of
made on the
HIP
ERS
RTN
-PA
ITY
BIL
LIA
S
D
TEM
ITE
SYS
THIS DEED OF LIM
Sireet, Iupeju, Lages, INFINITI
yemi
Fola
of
G
TIN
mo
SUL
Falo
between MOMO CON
SULT of Suite B7 A&B,
Street, Ilupeju, Lagos, EBO CON
ENTERPRISES of 27 Oduwobi
Road, CBD, Alausa, {keja.
DC
VICES, 9 NER
INTERGREV SER
Shepping Complex, ikoyi, Lagos,
Part 4: introduction
.
DEFINITIONS
gs.
s shall have the following meanin
4 In this deed th e following term
:
‘The Law
s Amended).
P11 Laws of Lagos Staie 2003(A
means the Parinership Law CAP
:
‘Accounting Year’
mi@ERT IED
ting year which ends on the 31° pece
means the Parinership accoun
gave
COPY
‘Business’
consulting and
information sysiems and technology
means the business of management,
.
by the Pariners
businesses fo be carried on
‘Effective Date’
uted
means the date this Deed is exec
_ ‘Continuing Partners’
a Forme’
means the Pariners except
‘Former Partner
es, is expelled or dies.
means a p' erson who whilst a Pariger retir
:
A‘Managing Partner
other Pariner as is from ime io time
means Olumide Ogunmola or such
office.
to accept that
the Managing Pariner and agrees
"
g
*Pariners
grev Services.
ems Enterprises, EBO Consult and Inter
means MOMO Consuliing, Infiniti Syst
*‘Parinership”
by this Deed.
means the Parinership created
sulting, Intiniti Sysiems Enterprises,
‘Limited Partner’ means MOMO -Con
oO
Services
|
meanings.
means
receiver.
in respe ct. oF whom
\
G CODPY
THUIE
CERTIF
on order made
bankrupt by a court or has an administrati
in respect of any person Means is declared
corresporiding
have
shall
word and cognate expressions
against him or her and other forms of the
a person
(
EBO Consult, Intergrev
'a Relevant Even?’
expelled from the Partnership or dies.
occurs when and if a Partner retires, is
=
‘pecomes banlaup?
‘Seller
onal representatives oF
a Relevant Event occurs or his pers
‘Rate of Interest
the Central Bank of Nigeria from
for the banking industry as fixed by
rate
ing
lend
t
alen
prev
the
ns
mea
time io time.
Pr
2.Page 57 ‘now? and ‘today’
.
mean at the date of this deed.
‘clause’ and ‘schedule’
mean respectively clauses or schedules in this deed unless the context shows a contrary meaning.
includes ‘perform’.
‘parties’
means the parties to this deed.
Part 2: Establishment
FORMATION OF PARTNERSHIP
2 The Pariners agree to become pariners in the Business on the terms of this deed.
COMMENCEMENT
3 This Deed takes effect on and from the effective date as stated above.
NAME
:
* 4 The name of the Parinership shall be ALPHA-BETA
PARTNERSHIP).
CONSULTING
LLP
(LIMITED LIABILITY
CERTIFIED SRUE copy
Part 3: Financial
CAPITAL
:
5 The capital of the Partnership shall be =N=20Million (Twenty Million Naira) (100%) which shall be
- contributed by and belong to the Partners as follows:
-
=N=8Million Naira (Eight Million Naira) 40% to MOMO Consulting
=N=6Million Naira (Six Million Naira) 30% to Infiniti Systems Enterprises
=N=3Milion Naira (Three Million Naira} 15% to EBO Consult
=N=3Million Naira (Three Million Naira) 15% to Intergrev Services.
LEASEHOLD PROPERTY -
6 The leasehold office premises in Lagos and any other premises jeased or acquired in connection
with the Parinership shall be held by those Parmers in whose names the legal states are vested in
trust for the Partners as tenants in common in the shates in which they are entitled to the Parinership
capital. The Parinership shall pay and discharge all liabilities and outgoings and perform and observe
all covenants and other obligations in respect of these premises and compensate in full on demand
" the Partners, in whom the legal estates are vested, for all claims and [abilities in respect of the
premises, except their respective liabilities as Pariners.
-
INTEREST ON CAPITAL
7 Each Partner shail be credited with interest on his share in the capital the first dav of each
Accounting Year at the Rate of Interest on the last day of each.Accounting Year before any division of
profits is made,
?
PROFITS AND LOSSES
between and bome by the Pariners in proportion ip the sraré!
by them.
18 The Parinership banks shall be Oceanic Iniernaiional Bank plc of Head Office branch, Zenith
Bank
pic of Head Office branch, Skye Bank Plc and Sterling Bank Plc and all cheques shall be
signed by at
least two Pariners.
‘
:
Adee anus Gaal
3°
ACCOUNTS
20.1 The Partners shall keep all necessary and proper accounts of the Parinersh
ip’s transactions and
on 31° December in every year an account shall be taken of the Parinetsh
ip’s asseis and liabilities
and its profits and Josses (including profits and losses eamed or incurred
but not actually received or
paid) for the preceding year and shail be signed by each Pariner.
:
20.2 Accounts when signed shail be conclusive and final between
the Pariners as fo all matters siaied
in them unless some manifest error is discovered within three
months affer they have been signed, in
which case the error shail be rectified... . INSURANCE
21.1 The Partnership shall maintain policies of inSurance for such
_ Managing Pariner from time to time determines in respect of
(a) any Property belonging
fc or used by the Partnership;
respective
amg
.
(b) all plant equipment and other chattels belonging to or used by tne Pa nie
(c) all cars and other vehicles belonging fo or used by the Parinership;
(d) employers’ ability;
(e) public tabitity;
(i) professional negligence
.
;
gf
__
Eeelt Hall RHE
CORY
|
.
.
i
(9) loss of profits consequent upon destruction of or damace fo the Prop
(h) loss of profits consequent upon desiruciion of or damage to or theft of pny
plant equipm
chatiels, cars and ofher vehicles including in the case of any céimpuiers or.
ancilla
equipment any virus or corruption or loss of any-sofiware or data: and
() permanent health in respect of the Partners and any such employees of the
Parinership as
’ the Senior Pariner determines.
=
‘21.2 The Parinership shall procure at ifs expense that there shall be in force in respect
of each
Partner a policy of insurance which shall provide that in the event of his or her being incapaciiat
ed by -
zsPage 61 iiness or injury and prevented from attending ip his or her
duties as a Pariner for a period of mez:
han TS SUCCESSIVE WEEKS (OF for any lesser penod commen
cing within 26 Weeks aller a Paar a=’
Tesumed normal duties following an absence of more than
13 weeks by reason of liness or iniury} ee
Weekly Sum shall be paid to him or her for each cornple
te week of incapacity in excess of that pera
of 13 weeks.
’ GOOD
FAITH
22.1 Each Partner shall:
~~ devoie his or her whole time and attention fo the Partnership busines
s (except duting
holidays, materni
ty leave, parental leave, Tamily leave and absences because of
iliness
or injury);
— employ him or herself diligently in the Partnership;
CERTIFARD
Sey ig ao py
— use his or her best endeavours to promoie its interests: ~~
a
:
— punctually pay and discharge his orher separate debts and engagements
and compensate
the other Parjner
-and the Parinership assets in full on demand for all fabilities in respect
of them; and
— be just and faithful to the other Partners in all iransactions relating
to the Parinership and at
all times
give fo the others a frue account
of all such dealings.
22.2 No Partner shall without the consent of the others:
.
— engage or make any contract with or dismiss any employee:
— enter into any engagement as a resuli of which the
Pariners may tisk the loss of or be made
liable for
one sum or any number of sums-in respect of the same
transaction amounting
to =N=100,000.60 (One Hundred Thousand Naira) or more;
:
— forgive the whole or any part of any debi or sum due io
the Pariners:
— excepi in the ordinary course of trade disposal by loan,
pledge, sale or otherwise of any pari
of the Parinership property;
a
— become bail guarantor or Surety for any person or
do or knowingly suffer anything as a result
of which the Partnership property may be endangered
:
— assign or charge his or her interest in
the Parinership; or
~~ draw or accept or endorse any bill of excha
nge
Partnership.
Pari 5: Termination
‘
or promissory noie on account of the
;
:
/
23 The Partnership may be terminated by any
Pariner or Partnersawhose. aggregate profit shares
are
Shall terminate.
:
24 Any Pariner may retire at any time on not jess than six
months’ writien notice to the other Pariners
and on his retirement he shail cease to be a Parin
er but the Partnership shall continue between the
other Pariners,
:
ot
#
EXPULSION
25 if
— any money payabie by him or her under this Deed is
in arrears‘for 1 80 days whether legally
demanded or not
— any Pariner fails to comply in all material respects with this Deed:
~— he or'she fails to comply with any of
or ber being
igatioremedie
ns undd,er s
supplemental to if and the failure, if his
capable of obl
re f
Cage
180 days affer being called to ‘his or her attention by written pe
default;
eqn
Ss
Wo:Page 62 —— any circumstances arise which give reasonable grounds in the other Pariner’
s opinion fo
netic}
(i
ina
EO
G
Capable
obligations under this Deed:
a
DETIO
O
So
=
— he or she is unable or prevented from carrying out his or her duties
under this Deed through
incapacity or any other cause for any period or periods exceeding a total of 26 weeks
in
any period of 52 weeks;
— he or she becomes of unsound mind or a mental patient;
~~ he or she is convicted of any criminal offence other than an offence which in
the reasonable
opinion of the other Partners does not affect his or her relation to the other
Partners
under this Deed:
— he or she ceases to hold any licence or professional qualification or has his or her
name
removed from any register which is or which the other Partners consider necessar
y or
desirable for the performance of his or her duties under this Deed:
—
he or she becomes bankrupi, has a receiving order made against him or her,
makes any
alrangement with his or her creditors generally or takes or suffers any similar action as
a
result of debt
— a receiver or administrative receiver is appointed of any of his or her property;
— any execution is levied upon his or her goods or on the Property;
.
— he or she purports fo assign the burden or benefits or charge the benefits of
this Deed:
— The other Partners release him from ail the Parinership’s obligations under
the Deed.
the other Partners may.by a written notice signed by all of them expel him or
her from the Partnership
on the date specified in the notice.
.
Part 6: Dissolution and pay
ment
CERTIFIED TRUE co
p Y
DISSOLUTION
26 If the option: under the following clauses io purchase the
Former Pariner’s share is not exercised
by the Contin
uing Partner
s, the Parinership shall be wound up and iis assets sold as provide
d by the
Partnership Act but so that each Parner shall be at liberty
io bid at any sale of any Partnership
assets.
OPTION TO BUY
27 On a Relevant Event the Continuing Partners shall have
the option (to be exercised by written
notice fo the Seller, not later than one month after‘the Releva
nt Event, to. buy the Former Partners
share in the Parinership's capital as at the date of the Releva
nt Event
:
FURTHER ASSURANCE
28 The Seller shall execute all documents and do all ihings
which-the party buying requires to vest in
the party buying the full rights, title and interest in the subject maiter
or to confer on the Party buying
all rights
of action whether accruing before or after the daie of this Deed
infringement of the subject matter or any tights in it
in relation to any
.
PRICE AND PAYMENT
23.4 The price of the Former Pariner’s share in the Parinership shall be certified
in writing by the
Parinership’s auditors as soon as possible after the Relevant Event and the certifica
te shall be
binding on and conclusive against the Continuing Partners and the Seller. in
assessing the price the
auditors shall take account of
:
~~ the value of the Partnership's asseis and liabilities including goodwill and pro
eared or incurred but not actually received or paid,
—— drawings by the Former Partner since the end of the Jast
owing by him or her to the Partnership, and
:
grok
rs
and
opting Year and als
(ao
ara poe
Ze
se
jesse
f
:Page 63 — the fact that ail the Partnership's liabilities at the Relevant Event are to be discharged by the
Continuing Pariners.
29.2 The Continuing Pariners shail pay the piice as follows:
—— the amount payable in place of current profits on the exercise of the option,
*‘—- the balance by twelve equal instalments at intervals of [three] months in arrear from the date
of the Relevant Event or exercise of the option; and -
— interest on the amount from time to fime unpaid at the Rate of Interest from the date of the
Relevant Event until ssavinnant Eayaoe in arrear on each date on which RRL are
payable.
"29.3 The balance of the price shall become payable in full immediately and be paid by the Continuing
Partners with interest at the Rate of Interest if any of the Continuing Partners:
—- fail to comply with any provision of this deed;
— commit an act of bankruptcy; or
— die.
CERT Figs JRUE copy
Part 7: Consequences of resignation or termination
INDEMNITY
30 The Continuing Partners shall, on the exercise of the option, covenant to discharge all the
Partnership's liabilities and compensate the Seller in full on demand against all liabilities in respect of
the Parinership.
TAX ELECTION FOR CONTINUITY
31 On the Relevant Event
— the Seller shall if so requested by the Continuing Pariners join with them in giving to the
Board of Intemal Revenue a notice; under the Personal Income Tax and
-—— the Continuing Pariners shall compensate the Seller in fill on demand for any fax which is
payable by him as a result of giving the notice in excess of the tax which would have
been payable if no notice had been given.
ATTORNEY ON RETIREMENT ETC
32 Each Partner irrevocably appoints the Continuing Pariners to be his allomey if he becomes a
Seller to do anything and execute any document at the sole cost and risk of the Continuing Pariners
needed to:
—carry on the Parinership business so far as is necessary until ‘itis wound up or transferred:
— transfer his interest ir ine Partnership assets ip the Continuing Partners;
—- give notice of the change in the Partnership to its customers including any statutory notice.
NON-COMPETITION
Definitions for restrictions
‘Field of Business’.
means any business dealing in the kind of business of the Parinership or any associated business.
‘Field of Business’
;
means any business or profession supplying’ services of the kind supplied by the Partnership or ap
associated business..
‘Restricted Raines!
is employed by ihe Peters
in a sales or technical capacity.
“area wae
ci
:Page 64 oe
=
}
‘Restricted Period’
.
‘means the duration of this Deed and one year from the Completion Date or the end
of the
employment however occasioned or the termination of this Deed however occasioned.
33.2:1 The former Partner shail not for the Restricted Period direcily or indirectly solicit or transact
business in the Field of Business in competition with the- Parinership from or with any of the
Parinership’s customers, clients, any person with whom the Parinership was negofiating for the supply
of goods or services, agents, suppliers or advisers.
$
33.2:2 The former Pariner shall
Businesses directly or indirectly:
not for the
Restricted
Period
for any purpose
in the Field
of
.— employ, be employed by, enter info any business relationship with a Restricted Employee; or
— be employed by any person who employs or intends to employ a Restricted Employee.
33.2:3 The former Partner shall not for the Restricted Period [direcily or indirectly] work for any person
who as a result of engaging the former Pariner or his services in any capacity becomes a competitor
of the Partnership.
33.2:4 The former Pariner shall not at any time after the Effective Date or termination of
his
employment under this Deed, directly or indirectly, represent himself as being interested in or
employed by orin any way connected with the former Pariner or its business.
33.3:1 The above restrictions shall apply only in respect of the prospective customers, customers,
agents, suppliers, advisers, employees, directors, premises and business in respect of
which the
Tormer Partner has during the last two years of his employment been materially responsibl
e or
involved.
' 33.3:2 Each of the resifictions in this clause are separate resirictions for the separate
benefit of the
—
Parinership and each Associated Company and shall be severable one from, another.
' $3.2:3 The Parinership shall have the right ai any time during or aiter the
termination of this Deed) by
written notice io reduce ihe scope or extent of any of the restrictions contained in
this clause.
THIRD PARTIES
CERTIFIED
:
TRUE Co py
. 84 The parties intend that no term of this agreement may be enforced
by any perso
party to this agreement or a third party within the meaning of that Law.
= * ‘eens
and general | : FER TRUE ry
ny
35.1 Any notice given under this deed Shall be in writing and may be served;
— personally;
a
— by registered or recorded delivery mail:
— by facsimile transmission to be confirmed by past oF
~— by any other means which any party specifies by nofice to the othels.
{
We
ee]
35.2 Each party's address for.the service of notice shall be his above
mentioned address or §
other address as he specifies by notice to the others.
L.
35.3 A noiice shail be deemed io have been served:
:
— if it was served in person, at the time of service:
.
‘
-
— if it was served by post, 48 hours after it was posted; and
— if it was served by facsimile transmission, at the time of transmission.
ARBITRATION
' 36 All disputes, differences and questions which at any fime arise between the parties touching er
arising out of or in connection with this Deed or its subject matter shall be referred fo a single
arbitrator in accordance with the Arbitration and Conciliation Act 1988.
~
NM
10Page 65 \)
INTERPRETATION
37.4 Except where the context renders it absur
d or impossible every reference to any party
to this
Deed shail include his or her successors in fle
and personal representatives, by and against
whom
this agreement shall be enforceable as if they had
been originally named as nariies.
37.2 In this Deed:
:
~~ words expressed in any gender shall where the contex
t so requires or permits include any other
gender;
— words importing persons shall include bodies corpor
aie and parinerships and other incorporated
:
bodies and vice versa:
‘
—- words expressed in the singular shall where the
context So requires or permits include the
plural; and
—— where any party is more than one person:
~— that party’s obligations in this Deed shall take effect
as joint and several obligations;
— anything in this Deed which applies to that party
shail apply to all of those persons
collectively and
each of them separately;
_— the benefiis coniained in this Deed in favour of that
parly shall take effect as conferred
in favour of all of those
persons Collectively and each of them Separately;
and
— the receipt of the survivor of joint holders of
this Deed shall be 3 good discharge to the
Parinership.
37.3 The headings fo clauses are inserted
for ease of reference only and shall not affect
the
construction of this Deed.
37.4 References in this Deed to anything which
any Party is required to do or not to do shail
include
his acts, defaults and omissions, whether:
— direct or indirect
— on his own-account or
e Ba
—— for or through any other person;
and
ge
mc ormane- ees
FED
TRUE Gop Y
— those which he permits or suffers to be
done or not done by any otherperson.
~
37.5 The effect of all obligations affec
ting the former Pariner under this Deed
is cumulative and no
obligation shall be limited or modified by
any other of thease obligations unless there
is in this Deed an
express limitation or modification.
:
ay
IN WITNESS
of which the parties have executed this
desd on the date first above wniiten.
SIGNED AS A DEED by MOMO CONSULTHtc
Wathasy
oo WG
Name:
PALO
A
Be~ AGEL,
Signature: C
~ ER
Address: 2a ,MATIAE
Occupation:
®CCops ay
ALEE
:
, ray
keds
‘Page 66 Lneertnan niet
S0GNED AS A DEED by INFINITI
SYSTEMS ENTERPRISES
in thePrecast
Name: A SebhY o
Signature:
h\olhy
oO
Address: £¥
Occupation:
SPECS,
LG bL PACK WV
SIGNED AS A DEED by EBO CONSULT
in the Presence
name: BCP
Si
Smee
of-
LAG 3s
Om
cenTimaeesBve CoP”
alot
cs
Woah
Lert
Occupation: LEGRAL
SUE,
Leer
Wasi Teatheh.
SIGNED AS A DEED by INTERGREV SER
VICES
we Prp
Pigs
senaeegof, pe
at
Address:
ee
oo grolA
arf?
Occupation: LEGAL. -
,
Shed,
MAST
LbGgosr
“ELENA
onPage 67 {~.
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pact
“~~
What gals Jussi
Special Power Of Attorney For Cases
To be used in Nigeria
I, the undersigned/ Joseph
Nigerian
National
CERT
Oladapo
holder
pgpTRveE COPY:
alaciadll
Bose otco alvin’
of
Apara,
passport
No. (A07277089), in my personal capacity
and in any other capacity, do hereby appoint,
constitute and nominate Mr. Olanrewaju
Olubukola
Bamkole,
Nigerian
National
holder of passport No. (A07532567), to act in
my capacity and on my behalf to open
osm cole gl gl Giga /olial 2 gall Ul
(A07277089)
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prosecution,
and
assign
thereof having
satisfied their value, to attend hearings, to hire
and appoint lawyers to represent me in any
suit or case or notification or cheques case
before courts inside the Nigeria, to attend
investigations, to provide statements before it.
he shall has the right to follow-up judicial
Leto clariul ara lgic Q) LNs doll) GUL
notifications
before
police
stations,
claim, to proceed with its procedures until its
final stages before all courts inside the
country over their different grades, types and
levels whether first instance, appeal, cassation
and supreme courts, to carry out all actions of
litigation, defense, deliver and receive memos,
documents, petitions, notices, experts’ reports,
declarations, judicial papers, notification and
summoning, to attend before investigation and
execution
official
departments,
departments,
notary
national
public,
and
all
foreign
references in Nigeria. To receive their reports,
to establish
evidences
and
file objection on evidences
attest
thereof,
to
of opponents,
to
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assumed by law on judgments,
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presentation and accept it, to draw copies of
judgments and execute them, to request the
sequestration and left thereof, to sell seizures,
and to request the jail, to present complaints
of execution, to sign, present, receive papers
and
documents
before
and
police
stations,
all other
public
departments,
administrative
prosecutions,
court
RTA,
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departments,
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organizations, natural and legal persons, to
appear before arbitration authorities and to
have clearance over judgments, in short, I do
hereby authorized him to do all actions for me
as may be fit and appropriate,
and has the
right to waive the cases or notifications,
and
now on certify all his actions, he has the right
to delegate all or some of powers herein
conferred, and I do sign on this POA
the notary public to attest it as duly.
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GH RET DY PR LOD
,
eT LI |
GENERAL FORM OF WRIT OF SUMMONS
(0.5, 2)
IN THE
HIGH
COURT
é
OF LAGOS
STATE. ..,
IN THE LAGOS JUDICIAL DIVISION ~
HOLDEN AT LAGOS
BATE.
%
ae
ee
tai:
ai )deh
CLAIMANT,
BETWEEN:
MR OLADAO JOSEPH APARA
pf
oe
(Trading under the name and style Infinit? Systems Enterprises)—~—
AND
“ON
1, ALPHA-BETA CONSULTING LLP
a * C
2, SENATOR BOLA AHMED TINUBU
3. MR. AKIN DOHERTY
as
.
2,
3,
{
clu
qd
a
TO:
1.
SD), DEFENDANTS
)
[Powe
a
rp po
THE 1°" DEFENDANT,
ALPHA BETA CONSULTING LLP OF WATER HOUSE, {|
>
WATER CORPORATION HEADQUARTERS,
LJORA, LAGOS STATE.
THE 2° DEFENDANT, SENATOR BOLA AHMED TINUBU CERTIFIED TRUE copy
26, BOURDILLON ROAD, IKOYI, LAGOS.
THE 3®° DEFENDANT, MR AKIN DOHERTY
WATER HOUSE, WATER CORPORATION HEADQUARTERS,
JJORA, LAGOS STATE.
:
You aré hereby commanded that within forty-two (42) days after the ‘service-of this Writ on
you, inclusive of the day of such service; you do cause an appearance to be entered for you in
an action at the suit of MR OLADAPO JOSEPH APARA and take notice that in default of your so
doing, the Claimant may proceed therein, and judgment may be given in your absence.
DATED this
}
wns
MEMORANDUM
SRN
Ox
ry
sit
eV
TO BE SUBSCRIBED ON THE WRIT:
—
s
<
fe
NS,
Be
\
\
N.B. This Writ is to be served within six calendar months from the date hereof, of if renewed,
within three calendar months from the date of the last renewal, including the day of such date,
and not afterwards.
The Defendant may enter appearance personally or by Legal Practitioner either by handling’n
the appropriate forms, duly completed, at the Registry of the High Court of the Judicial Division
in which the action is brought or by sending themto tHe Registry through registered post.
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nr
)
/
IN THE HIGH COURT OF LAGOS STATE
IN THE LAGOS JUDICIAL DIVISION ; ;
HOLDEN AT LAGOS
TNA
BETWEEN:
|
MR OLADAPO JOSEPH APARA
f)
,
(Trading under the name and style Infiniti Systems En eee)
AND
SUIT NDE hain,
\
Ram
) CLAIMANT
_.) DEFENDANTS
1, ALPHA-BETA CONSULTING LLP
2, SENATOR BOLA AHMED TINUBU
~~
3, MR, AKIN DOHERTY
} KE
an
TRUE Copy
STATEMENT OF CLAIM
The Claimant is
trades under the
Oduwobi Street,
Bamkole as his
a Nigerian Citizen and a Chartered Accountant who
name and style of Infiniti Systems Enterprises of 27,
Ilupeju, Lagos. Claimant also appointed Mr. Lanre
lawful attorney and sha// rely on the power of
attorney dated 5” August, 2018 at the trial of this suit.
The
ist
Defendant
is
a
Limited
Liability.
Partnership
that was
registered in 2010; under the Partnership Law of. Lagos State with. its
office at Water House, Water Corporation Headquarters, Tjora, Lagos.
The 2nd Defendant is a politician and former Governor of Lagos State
between 1999 and 2007 who at all material times to this suit, was a
controlling interest of the 1st Defendant while hiding his involvement
in the 1st Defendant from the public. He is resident at 26, Bourdillon
Road, Ikoyi, Lagos.
The
3rd
Defendant
Director/Managing
parades
Partner
of
himself
the
1*
as
the
Defendant
provisions of the Partnership Agreement,
with
Managing
contrary
to
the
his office at Water
House, Water Corporation Headquarters, Ijora, Lagos,
The 3rd Defendant is not one of the Partners of the ist Defendant
LLP but was also a former Commissioner of Finance under the
administration of the 2nd Defendant, Bola Ahmed Tinubu.
The main business of the ist Defendant is and has been the
computation, tracking and reconciliation of Internally Generated
Revenue in Lagos State in return for a commission.
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The 2nd Defendant has directed and dictated the affairs of the 1°
Defendant
to divert
assets
of the
1%
Defendant
to
his
(the
2nd
Defendant) benefit and to the detriment of the Claimant.
The Claimant avers that the ownership of the 1° Defendant and the
percentage of the capital contributed by the partners, including the
Claimant are as follows:
e
e
62
*
en
Dapo Apara (Trading under the name
and style Infiniti Systems Enterprises
30%
3
Michael Olumide Ogunmola (Trading
under the name and style Momo Consulting)
'S
%
Tunde Badejo (Trading under the name and style Ebo Consult)
40%
Sis%
ot
e
Tunde Badejo (Trading under the name and style Intergrev Ser)
15%
The Claimant avers that from inception of the 1% Defendant, the 2°
Defendant has been in control of the affairs of the 1* Defendant and
that from the year 2018, AKIN DOHERTY, the 3" Defendant. and
~ SENATOR BOLA AHMED TINUBU, the 2™ Defendant, have assumed
firm control of the financial
of the Claimant.
10,
management of the firm to the’ exclusion
The Claimant avers that sometimes in or about the year 2000, he solely
conceived, prepared and presented a proposal to the Lagos State
Government on providing consultancy services using his registered firm,
Infiniti Systems Enterprises, with respect to using computer technology to
track and reconcile the Internally Generated Revenue of the State (IGR).
11.
The Claimant avers that following the presentation of his proposal to
the Lagos State Government,
TINUBU)
who
was
at
the
the 2"
time
the
Defendant
Governor
(BOLA AHMED
of
Lagos
State,
demanded that 70% equity interest in the project be assigned to a
certain Olumide Ogunmola on his (Tinubu’s) behalf before he, the 2"
Defendant will approve the project.
12.
The Claimant avers that he then met with the said Olumide
Ogunmola (whom he had never met before) and it was agreed that a
limited liability company be incorporated in which the Claimant will
hold 30% shares while Olumide Ogunmola and his partners will hold
70% of the shares of the company, as proxy for the 2" defendant.
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14,
The Claimant avers that following the agreement alluded to above,
Alpha Beta Consulting Limited was incorporated in the year 2002 with
the following shareholding ratio:
aR
e
Dapo Apara
e
Olumide Ogunmola
e
Adegboyega Oyetola
The
Claimant
avers
-
30%
ie
40%
TIPEp
30%
that
upon
the
commencement
of
business
operations, the 2" Defendant (BOLA AHMED TINUBU), directed that
the 30% shareholding of Adegboyega Oyetola be transferred to one
Mr. TUNDE BADEJO. This was done.
13:
The Claimant avers that although he was a signatory to all the bank
accounts of the 1 Defendant, payments from the bank accounts of
the 1° Defendant required only 2 signatories which were mostly
handled
between
partners,
the other two
Michael
Messrs
Olumide
Ogunmola and Tunde Badejo.
16,
The Claimant avers that occasionally when the other two partners in
the 1* Defendant apart from the Claimant were
a
the Claimant will be involved as a Tal paek option.
17,
then
not gree
The Claimant - avers that after the incorporation of Alpha- “Beta
Consulting Ltd in 2002 and structured according to the dictates of the
2"? Defendant (BOLA AHMED TINUBU), the 2™ Defendant in his
official capacity as the Governor of Lagos State then approved
that
Alpha-Beta Consulting Ltd be awarded consultancy contract for the
assessment and collection on behalf of the Lagos State Government,
all taxes and Internally Generated Revenue (IGR) due and payable to
the State at a 10% consultancy fee (subject to a benchmark which
varies from time to time).
18.
The Claimant avers that due to the technological innovation that was
deployed by him, the Internally Generated Revenue of the State grew from
a base of about Ni0billion per annum in 2002 to over N300bn in 2019,
19,
In year 2010
or thereabout,
the 2"
Defendant
(BOLA
AHMED
TINUBU) directed that the incorporation structure of the Alpha-Beta
Consulting Ltd be changed from a limited liability company to a
limited liability partnership under a newly promulgated law of the
Lagos State Government. The 2™ defendant explained to the
Claimant that the purpose was to further shield the 2" Defendant,
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——Se
13.
PDF Page 7
aS
(BOLA AHMED TINUBU'S)
from public scrutiny.
involvement in Alpha-Beta Consulting Ltd
20.
The Claimant avers that in 2010, based on this directive by the am
Defendant (BOLA AHMED TINUBU), the 1* Defendant was registered
as a Limited Liability Partnership to carry on business as information
and communication technology consultants and provide high quality,
value added information solutions to private and public institutions.
21.
The
Claimant
Partnership,
avers
the
after
the
1% Defendant
registration
as
a
Limited
Liability
then took over the Lagos State
contract previously awarded to Alpha Beta Consulting Limited.
Lei
The Claimant avers that upon the registration of the 1* Defendant in
2010, a Partnership Agreement was executed by all the Partners
including the Claimant and Messrs Michael Olumide Ogunmola and
Tunde Badejo. 7he Claimant hereby pleads and shall at the
trial of the suit rely on the Certificate of Registration and the
Partnership Agreement.
eds
~The Claimant avers that the 2" Defendant thereafter directed that
~ Mr. Michael Olumide Ogunmola_ be designated as Managing Partner
of Alpha Beta Consulting LLP, while the Claimant was designated” as
Deputy Managing Partner.
24,
GERTIFIED.TRUE COPY
The Claimant avers that in 2014 the 2 Defendant directed that Mr.
Michael Olumide Ogunmola should cease being the Managing Partner
and the Claimant then became the Managing Partner with access to
review the financial records.
he
Sometime in 2016, the 2"? Defendant (BOLA AHMED TINUBU) told
the Claimant that he (BOLA AHMED TINUBU) has received feedback
that Claimant was reviewing past financial records of the 1°
Defendant. That he was displeased with this action of the Claimant
and therefore intends to bring the 3 Defendant (AKIN DOHERTY)
into the management of the 1* Defendant as Managing Director to
take over the financial management of the company, while the
Claimant should revert to his former role as Deputy Managing
Director and not get involved in the financial affairs of the 1%
Defendant.
26,
The 2" Defendant (BOLA AHMED TINUBU) also warned the claimant
not to even think of exposing his involvement in the financial affairs
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of
C as the then Acting Chairman
EFC
the
to
ant
end
Def
1*
the
of
ant)
will always protect him (the 2" Defend
EFCC, Ibrahim Magu,
af
The 2™ Defendant also
State Government such
(LIRS) and the Lagos
harass and seize the
the Lagos
threatened to use the agencies of
e service
as the Lagos State Internal Revenu
BCA) to
State Building Control Agency (LS
imant ever
assets of the Claimant if the Cla
betrayed him.
27.
26.
defendant’s request that he, the
The Claimant disagreed with the 9"
of a deputy. Instead the Claimant
Claimant, should revert to the role
he will transition to a consultant
agreed with the 2™ Defendant that
technology and get remunerated
to the 1°* Defendant to manage the
GERTIFEDIRUE COPY
on a monthly basis for this task.
ught to the office premises of
Thereafter, the 3 Defendant was bro
introduced
BADEJO, a partner, and
the 1% Defendant by Mr. TUNDE
ector” of the 1* Defendant.
to the staff as the new “Managing Dir
29,
Thereafter,
Claimant)
BADEJO
MR. TUNDE
told the Claimant that if he (the
ant
ever came to the office of the 1% Defend
he, MR.
of the Claimant. This incident
~ TUNDE BADEJO will terminate the life
under investigation.
was reported to’the police in 2018 and is
30.
investigation into this complaint by the
When the Police commenced
Claimant
in 2018,
the
Defendant
2"
(BOLA
AHMED
TINUBU)
e it.
interfered in the Police investigation to frustrat
BL.
in 2014, the Claimant sent a
On becoming the Managing Partner
the 1% Defendant to remove
Board resolution to all the bankers of
bank
MR. MICHAEL OLUMIDE
as a signatory to all the
OGUNMOLA
accounts of the 1* Defendant.
oe.
335:
banks, the Claimant and
Following this Board Resolution to all the
only authorised “A”
MR. TUNDE BADEJO then remained the
endant able to sign any
signatories of all the accounts of the 1* Def
amount jointly.
of the removal of MR.
Between 2014 after notices to all the banks
to the bank accounts
MICHAEL OLUMIDE OGUNMOLA as signatory
Tunde Badejo jointly
and sometime in 2018, the Claimant and Mr.
t.
operated the bank accounts of the 1* Defendan
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However from 2018 to date, MR. TUNDE BADEJO, the 3” Defendant
34,
(AKIN
DOHERTY)
and 2™ Defendant (BOLA AHMED
TINUBU)
have
colluded to operate the bank accounts of the 1°* Defendant amongst
themselves without the involvement of the Claimant, contrary to
the
subsisting mandate which stipulates that the Claimant and
MR
TUNDE BADEJO should jointly sign any amount as “A” signat
ories,
apart from a limit of N10 million monthly which may be signed
jointly
by any “A” and a “B” signatory. The "B” signatory was designated
as
Mr. Bode Oluyemi, an employee of the 1% Defendant.
Ds
36.
a7
Suspicious that his signature was being forged to enable the
2” and
3 Defendants Operate the bank accounts of the 1
Defendant
without his involvement, the Claimant explicitly wrote
to all the
bankers of the 1 Defendant in February of year 2020 revok
ing his
mandate for any debit transactions. Claimant hereby plea
ds and
shall rely on the said letters at the trial,
IFIED TRUE COPY
The Claimant has also written to the banks toCERT
provide details of all
transactions in the 1* Defendant’s accounts since inception
and
Claimant shall rely upon these letters at the trial,
The Claimant avers that Clause 8 of the Partnership Agreement which
relates to Profit and Losses:provides as follows: -
“The
Partnership’s
profits
and
losses
Capital) shall be divided between
(including
profits
and
losses
of
and borne by the Partners in proportion
to the shares in its capital for the time being owned by them”,
38.
The Claimant avers that the 1% Defendant LLP has received from
the
Lagos
State
Government
commission
for its services
estimated
at
over One hundred and fifty billion naira (N150 billion) from 2010
to
date, with the profits
legitimate costs,
ook
of the
Partnership
being
that
sum
minus
The Claimant avers that despite the huge income made
by the 1*
Defendant LLP since 2010 till the present, Messrs Tunde Badej
o and
Akin
Doherty
acting
under
the
direction
of the
2™
Defendant
breached Clause 8 of the Partnership Agreement and denie
d the
Claimant his share of the profit from the partnership as provi
ded in
the Agreement.
40,
The Claimant avers that Messrs Tunde Badejo, Michael Olumide
Ogunmola and Akin Doherty have colluded and conspired to run the
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affairs of the business in a manner designed to bankrupt the 1*
Defendant through suspicious monetary transfers to third parties
running into billions of naira, contrary to the Partnership Agreement.
41,
The Claimant avers that some
of the suspicious transfers to third
parties
unknown
amongst
many
others
to
the
Claimant
are
as
follows:
a) N500,000,000 payment to SW8
instruction dated the 30/12/13
Investment Ltd vide payment
CERTIFIED TRUE COPY
b).$2,989,063.33 USD payment to Summit Integrated Services Ltd
vide payment instruction dated the 18/3/15.
c) $1,407,000 USD payment to to Summit Integrated Services Ltd
vide payment instruction dated the 18/3/15.
d) N25million payment to Halizview International Ltd vide payment
instruction dated the 18/3/15.
-@) N39million payment to Halizview International, Ltd vide payment
instruction, Bee the 3/3/15,
f) N38million sausien? to Halizview International Ltd vide payment
instruction dated the 6/3/15.
g)N550million
payment
to Ocean
instruction dated the 15/5/18.
Trust
Ltd
vide
payment
h) N850million
Trust
Ltd
vide
payment
payment
to
Ocean
instruction dated the 14/3/15.
1) Ni billion in Afkar printing
Press together with Vintage
Press
Limited and Lagoon Press Limited in October 2017.
J) N1 billion OCEAN
times
AND
OIL INVESTMENTS
LTD (OANDO)
various
k) N3.5 billion OCEANIC BANK (NOW ECOBANK) various times
1) N100 million IBILE
ONIRU ESTATE)
HOLDINGS
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BLOCK
VI
PDF Page 11
m)N500
~=million
STARCOMMS
100,000,000 SHARES
(ARANDA
~~ RESOURCES)
n) N1.4 billion STERLING ASSET MANAGEMENT
0) N960 million HITV300,000,000 SHARES
p) N11.9 billion SW8 (WEMA BANK)
30,909,090 SHARES
The Claimant shall at the trial of the suit rely on the various
Letters of Instructions aforesaid.
42,
The Claimant avers that on becoming the Managing Director of the
1% Defendant LLP in 2014, he undertook a review of the books of
accounts of the 1% Defendant but the review was affected by the lack
of adequate and in some occasions, non-existent account records.
43.
The Claimant avers that during the review of the account records of
the 1* Defendant that he carried out, huge sums of money that the
1 Defendant earned over the years was not reflected in the
accounts of the 1° Defendant.
CERTIFIED TRUE copy oy
44,
The Claimant avers. that the account review alluded’ to above
revealed large scale fraudulent transactions, some of which are
stated above and diversion of the 1 Defendant funds running into
billions of naira by the 2" and 3 Defendants.
45.
The Claimant avers that the 3
Defendant occupies the office of the
1* Defendant illegally through undue influence of the 2"? Defendant
and is complicit with the 3 Defendant in continuing to erode profits
of proper partners in the partnership.
46.
The Claimant shall contend at the trial of this suit that all actions of
the 3
Defendant
acting
alone
or in connivance
with
the
2”°
Defendant is a continuing violation of the Laws of Lagos State as it
pertains
to
Partnerships
as
well
as a violation
of the
Partnership
Agreement through which the 1* Defendant came into existence.
.
The Claimant avers that Clauses 11.0 and 20.1 of the Partnership
Agreement provides for the signing of the Annual Accounts of the
Partnership by all the Partners, including the Claimant, to keep all
necessary and proper accounts of all the partnership transactions.
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48.
The Claimant avers that despite the clear provisions of Clauses 11.0
and 20.1 of the Partnership Agreement alluded to above, the 2"? and
3
Defendants
acting
with
Mr
Tunde
Badejo,
have
flagrantly
breached same as no proper annual accounts have been signed by
the Claimant.
49.
The Claimant avers that the failure and refusal of the Defendants to
deliver once every year, to the Registrar, an annual returns to be
certified by the partners of the 1 Defendant which shall contain the
true representation of the total assets of the partnership at the end
of the preceding year and the particulars of indebtedness, is a
violation of Section 76 of the Partnership Law. «
CERTIFIED TRUE COPY
50.
The Claimant shall contend at the trial of this suit that the violations
of the provisions of the Partnership Law by the Defendants is an
offence and is punishable under Section 79 of the Law.
Oh.
The Claimant avers that following the account review of the 1*
Defendant and the revelations that billions of naira earned by the 1*
Defendant over the years were not fully accounted for, he confronted
Mr, Tunde Badejo who then admitted to him that the funds of. the 1*
Defendant were grossly mismanaged over the years including~the
diversion of the 1% Defendant funds for purported joint venture
purposes at the direction of the 2" Defendant and for the benefit of
the 2"? Defendant, (BOLA AHMED TINUBU).
52.
The said partner confided in the Claimant that it was the style of the
2"? Defendant to corrupt his office and extort benefits of between
70% or more from all projects on-going in Lagos State since he
became Governor in 1999 to date.
Sos
The said partner further cited as example to the Claimant the Global
Computerisation Project which is being handled by another company
of his called Soft Alliance and Resources Limited and where all the
payments
TINUBU).
at
55.
received are diverted to the 2" Defendant (BOLA AHMED
The said Mr. Tunde Badejo also cited the case of the
Charge (LUC) Project which followed a similar pattern.
Land
Use
The Claimant avers that Mr. Tunde Badejo further admitted that the
diversion of the 1% Defendant funds over the years running into
billions of naira into suspicious accounts was done in a “smart” way
EBUN-OLU ADEGBORUWA SAN
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to shield the 2"? Defendant (BOLA AHMED TINUBU) from public
scrutiny and to hide his assets from the Code of Conduct Bureau and
the anti-corruption agencies.
56.
The Claimant avers that Mr. Tunde
diversion of the 1° Defendant
repayment of bogus loans to banks
books of the 1% Defendant and
transactions necessitated the poor
Badejo stated that the fraudulent
funds towards the purported
which could not be traced to the
the complex nature of these
account record keeping and in
some cases, the non-existence of some records and accounts.
Des
The Claimant avers that these bogus loan repayments are in the
main deducted at source from the Lagos State Government under a
standing instruction order of the 1* Defendant that the Claimant was
not aware of or consented to.
CERTIAEDERUE GOPY
58.
The Claimant is aware that these bogus loans were facilitated by
Skye Bank (now called Polaris Bank) and other banks. The Claimant
has written to Polaris Bank and other banks to provide a// relevant
information which will be relied upon and presented to the
court when pro vided, at the trial.
:
59. ) The Claimant avers: that after Mr. Tunde Badejo -had explained the
facts alluded to above to him, it became clear to him-that the 1*
Defendant LLP in which he holds 30% of the capital was being used
for
massive
corruption
purposes
including
tax
evasion,
bribery
of
government officials, fraudulent practices, diversion of the funds of
the 1* Defendant and money laundering.
PARTICULARS OF FRAUD:
a) The Claimant avers that the extortion of 70% equity of the 1*
Defendant from him (the Claimant) by the 2nd Defendant (BOLA
AHMED TINUBU) as a pre-condition for him, the 2nd Defendant,
to perform his official duties at the time was abuse of office and a
fraud on the claimant.
b) The Claimant avers that the revelations by Mr. Tunde Badejo of
gross mismanagement of the funds of the 1* Defendant by over
the years including the diversion of the 1* Defendant funds for
purported joint venture purposes was a violation of the
Partnership Law and the Partnership Agreement.
c) The Claimant avers that Mr. Tunde Badejo’s admission that the
diversion of the 1° Defendant funds over the years running into
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Claimant
Defendant
avers
funds
to
that
the
fraudulent
the
benefit
of
the
diversion
2nd
of
the
Defendant,
1*
the
purported repayment of huge sums as bank loans to banks which
could not be traced to the books of the 1* Defendant and the
fraudulent complex nature of these transactions necessitated the
poor account record keeping and in some cases, the non-existence
of some accounts.
e) The Claimant avers that the dubious and fraudulent payments
made to various 3 parties as shown in the payment instructions
was meant to bankrupt the 1 Defendant and deny the payment
of profit to the Claimant.
GERTIF
f) The Claimant avers that the 1* Deer TAD TRUE COP).
30%
of
the
capital
was
being
used
for
massive
holds
corruption
purposes including tax evasion, bribery of government officials,
diversion of the funds of the 1* Defendant and money laundering
by the 2™, 3Defendants.
60.
The Claimant avers that the said Mr. Tunde Badejo thereafter
~ threatened: the Claimant. that. his life will be in danger if he- ever
reveals the admitted facts’ to third parties.
GL.
The Claimant avers that after a thorough and full assessment of the
information
confirmed
he
the
received
poor
from
records
Defendant and in some
the
book
said
Mr.
keeping
Tunde
Badejo
of accounts
which
of the
1*
cases, non-existent accounts, he decided to
whistle-blow the fraudulent activities of the Defendants, using the 1*
Defendant in which the Claimant is a partner.
62,
The Claimant avers that as a Partner in the 1° Defendant LLP with a 30%
capital, he is entitled to the payment of his dividends from 2010 to date in
accordance with Clauses 8 and 11.0 of the Partnership Agreement.
63.
WHEREFORE the Claimant claims against the defendants jointly and
severally as follows:
A DECLARATION
that the 2” defendant,
not being a named
partner of the I defendant, is not entitled to direct or influence the
affairs of the 1° defendant in such a way that will deprive the
Claimant of his profit and entitlements from the 1° defendant.
AN ORDER directing the defendants herein, to render an account of all
sums due to the Claimant from the defendants, from 2010 til date.
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%
S
d)The
\f-
~
billions of naira into suspicious accounts was done in a “smart”
way to shield the 2nd Defendant.
PDF Page 15
at
3.
\
An Order tracing all funds and assets due to the Claimant from the
defendants herein from the inception of the 1st Defendant to date.
An order of specific performance of causes 8 and 11.0 of the Partnership
Agreement that created the ist Defendant by extant partners.
5.
An Order for payment to the Claimant by the 1% and 3” Defendants,
of all sums adjudged to be due to the Claimant from the said 1° and
3° defendants, on the submission of the Accounts.
6.
A PERPETUAL INJUNCTION,
directing, influencing or in any
the 1° defendant, in such a way
profit and entitlements from the
restraining the 2 defendant, from
other manner running the affairs of
that will deprive the Claimant of his
1° defendant, the 2” defendant not
being a named partner of the 1° defendant.
7.
&.
10% Interest on Relief (5) above.
Cost of this suit of Ten Million Naira Only.
|
[4
Dated this 1D aby of
—"
A
i Bi
2021
ee
ele
AE
:
ADEGBORY
WA, SAN
SCNo23849°,
SIGNED
EGBORUWA st
i
SAN
~ \EBUN-OLU ADEGBORUWA,
caltli
ra, esq
raperI rapeo
MRUECOPY ~. ADESOJ
rie
,
ADEDOYIN, ESQ
TOSIN ADESIOYE, ESQ
PETER EKAVWO, ESQ
LU
EBUN-O
ADEGBORUWA SAN & COMPANY,
CLAIMANT’S SOLICITORS,
LEKKI
LAW
CENTER
‘KOGUN CHAMBERS, JESUS ARENA,
ITEDO/FREEDOM
129 | Vth
WAY, OFF ADMIRALTY WAY,
LEKKI PHASE 1, LAGOS, NIGERIA.
08100000758/9, 08033016673, 0803
adegboruwalaw@vahoo.com:
a
i
se
_.
__—_————
00
ebunoluadegboruwa@nigerian
FOR SERVICE ON:
1.
2,
THE 15’ DEFENDANT,
ALPHA BETA CONSULTING LLP OF WATER HOUSE,
WATER CORPORATION HEADQUARTERS,
IJORA, LAGOS STATE.
/
<|
THE 2"° DEFENDANT,
ND
SENATOR BOLA AHMED TINUBU
26, BOURDILLON ROAD, IKOYI, LAGOS.
3,
THE 3"° DEFENDANT,
MR AKIN DOHERTY
WATER HOUSE, WATER CORPORATION HEADQUARTERS,
IJORA, LAGOS STATE.
EBUN-OLU
ADEGBORUWA
SAN & CO,
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Ho | So
IN THE HIGH COURT OF LAGOS STATE j
IN THE LAGOS JUDICIAL DIVISION
BETWEEN:
MR OLADAPO
) CLAIMANT
JOSEPH APARA
fe
(Trading under the name and style Infiniti Systems En.
\
|
|
AND
1. ALPHA-BETA CONSULTING LLP
A
2. SENATOR BOLA AHMED TINUBU
Fie
) DEFENDANTS
SK
3. MR. AKIN DOHERTY
EC
WITNESS
I, LANRE
STATEMENT ON OATH OF
BAMKOLE,
Nigerian,
male,
aw
MR. LANRE BAMKOLE
business
man
of 27,
Oduwobi
Street, Ilupeju, Lagos do hereby make oath and state as follows:
1.
That I am a businessman and an attorney of the Claimant herein
appointed and authorized by him for this and other purposes and by
that reason I am familiar with the facts herein deposed, for which I
have the consent and
authority of the Claimant to so do. The
special
power of attorney given to me by the Claimant and dated the 5th-day of
August 2018 is hereby pleaded. The facts stated herein are those within
_ my- personal
knowledge in the
course
of my. relationship with
the
claimant herein over the years, from documents shared with me by the
claimant or as otherwise informed by the Claimant and his solicitors.
CERTIFIED TRUE COP,
2.
The ist Defendant is a Limited Liability Partnership that was
registered in 2010, under the Partnership Law of Lagos State with its
office at Water House, Water Corporation Headquarters, Ijora, Lagos.
3.
The 2nd Defendant is a politician and former Governor of Lagos State
between
1999 and 2007 who at all material times to this suit, was a
controlling interest of the 1st Defendant while hiding his involvement
in the 1st Defendant from the public. He is resident at 26, Bourdillon
Road, Ikoyi, Lagos.
4.
The
3rd
Defendant
parades
himself
as
the
Managing
Director/Managing Partner of the 1* Defendant contrary to the
provisions of the Partnership Agreement, with his office at Water
House, Water Corporation Headquarters, Ijora, Lagos.
5.
The 3rd Defendant is not one of the Partners of the ist Defendant
LLP
but
was
also
a
former
Commissioner
of
Finance
administration of the 2nd Defendant, Bola Ahmed Tinubu.
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under
the
PDF Page 18
The
main
business
computation,
tracking
of the
and
ist
Defendant
reconciliation
is and
has
of Internally
been
the
Generated
Revenue in Lagos State in return for a commission.
The 2nd Defendant has directed and dictated the affairs of the 1*
Defendant to divert assets of the 1* Defendant to his (the
Defendant) benefit and to the detriment of the Claimant.
2nd
The ownership of the 1% Defendant and the percentage of the capital
contributed by the partners, including the Claimant are as follows:
e
Dapo Apara (Trading under the name
and style Infiniti Systems Enterprises
e
%
e
Michael Olumide Ogunmola (Trading
under the name and style Momo Consulting)
30%
oS
@
.
Tunde Badejo (Trading under the name and style Ebo Consult)
40%
ry
Se
15%
o.
e
Tunde Badejo (Trading under the name and style Intergrev Ser)
15%
“From inception of the 1% Defendant, the 2™ Defendant’has been in
control of the affairs ofthe 1 Defendant and.that from the. year
2018,
AKIN
DOHERTY, the
AHMED TINUBU, the 2
3'
Defendant
and
SENATOR
BOLA
Defendant, have assumed firm control of the
financial management of the firm to the exclusion of the Claimant.
10.
Sometimes in or about the year 2000, he solely conceived,
presented a proposal to the Lagos State Government
prepared and
on_ providing
consultancy services using his registered firm, Infiniti Systems Enterprises,
with respect to using computer technology to track and reconcile the
Internally Generated Revenue of the State (IGR).
Todas
Following the presentation of his proposal to the Lagos State
Government, the 2" Defendant (BOLA AHMED TINUBU) who was at the
time the Governor of Lagos State, demanded that 70% equity interest
in the project be assigned to a certain Olumide Ogunmola on his
(Tinubu’s) behalf before he, the 2 Defendant will approve the project.
LZ.
The Claimant then met with the said Olumide Ogunmola (whom he
had never met before) and it was agreed that a limited liability
company be incorporated in which the Claimant will hold 30% shares
while Olumide Ogunmola and his partners will hold 70% of the
shares of the company, as proxy for the 2™ defendant.
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PDF Page 19
“LX
2)
13.
14.
Following the agreement alluded to above, Alpha Beta Consulting
Limited was incorporated in the year 2002 with the following
shareholding ratio:
ra
e
Dapo Apara
CERTIFIED
e
Olumide Ogunmola
Adegboyega Oyetola
:
30%
TRUE GOPy
40%
30%
Upon the commencement of business operations, the 2™ Defendant
(BOLA AHMED TINUBU), directed that the 30% shareholding of
Adegboyega Oyetola be transferred to one Mr. TUNDE BADEJO, This
was done.
1S.
Although the Claimant was a signatory to all the bank accounts of the 1*
Defendant, payments from the bank accounts of the 1 Defendant
required only 2 signatories which were mostly handled between the other
two partners, Messrs Michael Olumide Ogunmola and Tunde Badejo.
16.
Occasionally when the other two partners in the 1 Defendant apart
from the Claimant were not available, then the Claimant will be
involved as a fallback option.
Li?
After the incorporation of Alpha-Beta Consulting Ltd in. 2002 and
structured according to the dictates of the 2™ Defendant. (BOLA
~ AHMED. TINUBU), the 2° Defendant in his official-capacity as the
Governor of Lagos State then approved that Alpha-Beta: Consulting
Ltd
be
awarded
consultancy
contract
for
the
assessment
and
collection on behalf of the Lagos State Government, all taxes and
Internally Generated Revenue (IGR) due and payable to the State at
a 10% consultancy fee (subject to a benchmark which varies from
time to time).
18.
Due to the technological innovation that was deployed by the Claimant,
the Internally Generated Revenue of the State grew from a base of about
N10billion per annum in 2002 to over N300bn in 2019,
19.
In
year
2010
or
thereabout,
the
2™
Defendant
(BOLA
AHMED
TINUBU) directed that the incorporation structure of the Alpha-Beta
Consulting
Ltd
be
changed
limited liability partnership
Lagos State Government.
from
a
limited
liability company
to a
under a newly promulgated law of the
The 2"! defendant explained to the
Claimant that the purpose was to further shield the 2° Defendant,
(BOLA AHMED
TINUBU’S)
involvement in Alpha-Beta Consulting Ltd
from public scrutiny.
EBUN-OLU
ADEGBORUWA
SAN
& CO.
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PDF Page 20
20,
That in 2010, based on this directive by the 2° Defendant (BOLA
AHMED TINUBU), the 1* Defendant was registered as a Limited
Liability Partnership to carry on business as information and
communication technology consultants and provide high quality,
value added information solutions to private and public institutions.
21.
After the
Defendant
registration
then took
as a Limited Liability Partnership, the 1*
over the Lagos State contract previously
awarded to Alpha Beta Consulting Limited.
ae
Upon
the registration of the
1% Defendant
in 2010,
a Partnership
Agreement was executed by all the Partners including the Claimant and
Messrs Michael Olumide Ogunmola and Tunde Badejo. The Claimant
hereby pleads
and shall at the
trial of the suit rely on
the
Certificate of Registration and the Partnership Agreement.
23.
The
2™
Defendant
Ogunmola
be
Consulting
LLP,
thereafter
designated
while
the
as
that
Managing
Claimant
Managing Partner.
24.
directed
Mr.
Michael
Partner
of
Alpha
was aur
AGG HUT) 7
Olumide
as
Beta
Deputy
2
That in 2014, the 2° Defendant directed that Mr. Michael Olumide
Ogunmola should.
cease
being
the
~ Claimant then: became. the. Managing
Managing
Partner with
Partner
andthe
access: to” review
the financial records.
25:
Sometime in 2016, the 2° Defendant (BOLA AHMED TINUBU) told the
Claimant that he (BOLA AHMED
TINUBU)
has received feedback that
Claimant was reviewing past financial records of the 1 Defendant. That
he was displeased with this action of the Claimant and therefore intends
to bring the 3 Defendant (AKIN DOHERTY) into the management of
the 1 Defendant as Managing Director to take over the financial
management of the company, while the Claimant should revert to his
former role as Deputy Managing Director and not get involved in the
financial affairs of the 1° Defendant.
26,
~
soe
Ad0O FNAL GILLI
The 2™ Defendant (BOLA AHMED TINUBU) also warned the Claimant
not to even think of exposing his involvement in the financial affairs
of the 1* Defendant to the EFCC as the then Acting Chairman of
EFCC, Ibrahim Magu, will always protect him (the 2" Defendant)
ats
The 2™ Defendant also threatened to use the agencies of the Lagos
State Government such as the Lagos State Internal Revenue service
(LIRS) and the Lagos State Building Control Agency (LSBCA) to
harass and seize the assets of the Claimant if the Claimant ever
betrayed him.
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PDF Page 21
27
The Claimant disagreed with the 2" defendant's request
Claimant, should revert to the role of a deputy. Instead
agreed with the 2" Defendant that he will transition to
to the 1* Defendant to manage the technology and get
on a monthly basis for this task.
that he, the
the Claimant
a consultant
remunerated
CERTIFED TRE eopy
Yates
ES
AE
|
28.
Thereafter, the 3" Defendant was brought to the office premises of
the 1* Defendant by Mr. TUNDE BADEJO, a partner, and introduced
to the staff as the new “Managing Director” of the 1% Defendant.
29;
Thereafter, MR. TUNDE BADEJO told the Claimant that if he (the
Claimant) ever came to the office of the 1% Defendant he, MR.
TUNDE BADEJO will terminate the life of the Claimant. This incident
was reported to the police in 2018 and is under investigation.
30,
When
the Police commenced
Claimant
in
2018,
the
investigation into this complaint by the
2™
Defendant
(BOLA
AHMED
TINUBU)
interfered in the Police investigation to frustrate it.
Sls.
On
becoming the
Managing
Partner
in 2014,.the
Claimant
sent a
Board resolution to-all the bankers of the it Defendant to remove
_MR. MICHAEL OLUMIDE OGUNMOLA as a signatory to alt the bank
accounts of the 1% Defendant.
jas
Following this Board
MR.
TUNDE
Resolution to all the banks, the Claimant and
BADEJO
then
remained
the
only
authorised
“A”
signatories of all the accounts of the 1% Defendant able to sign any
amount jointly.
33%
Between
MICHAEL
2014 after notices to all the banks of the removal
OLUMIDE
OGUNMOLA
as signatory to the bank accounts
and sometime in 2018, the Claimant and Mr. Tunde
operated the bank accounts of the 1 Defendant.
oA,
of MR.
Badejo jointly
However from 2018 to date, MR. TUNDE BADEJO, the 3™ Defendant
(AKIN DOHERTY) and 2" Defendant (BOLA AHMED TINUBU) have
colluded to operate the bank accounts of the 1* Defendant amongst
themselves without the involvement of the Claimant, contrary to the
subsisting mandate which stipulates that the Claimant and MR
TUNDE BADEJO should jointly sign any amount as “A” signatories,
apart from a limit of N10 million monthly which may be signed jointly
by any “A” and a “B” signatory. The “B” signatory was designated as
Mr. Bode Oluyemi, an employee of the 1** Defendant.
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PDF Page 22
35.
Suspicious that his signature was being forged to enable the 2™ and
3
Defendants operate the bank accounts of the 1° Defendant
without his involvement, the Claimant explicitly wrote to all the
bankers of the 1% Defendant in February of year 2020 revoking his
mandate for any debit transactions. Claimant hereby pleads and
shall rely on the said letters at the trial.
36.
The Claimant has also written to the banks to provide details of all
transactions in the 1% Defendant’s accounts since inception and
Claimant shall rely upon these letters at the trial.
Bs
That Clause 8 of the Partnership Agreement which relates to Profit
and Losses provides as follows:
CERTIFIED TRUE COPY
"The Partnerships profits and losses (including profits and losses of
capital) shall be divided between and borne by the Partners in proportion
to the shares in its capital for the time being owned by them”.
38.
That the
1% Defendant
Government
commission
LLP
has
for
its
received
services
from
the Lagos
estimated
at
State
over
One
hundred and fifty billion naira (N150 billion) from 2010 to date, with
the profits of the Partnership being that sum minus legitimate costs.
39.
That despite the huge income made by the 1* Defendant LLP since
2010 till the present, Messrs Tunde Badejo and Akin Doherty. acting
under the direction of the 2" Defendant breached Clause 8 of the
Partnership Agreement and denied the Claimant his share
profit from the partnership as provided in the Agreement.
40.
That Messrs Tunde Badejo,
Doherty have colluded and
business in a manner designed
suspicious monetary transfers
of the
Michael Olumide Ogunmola and Akin
conspired to run the affairs of the
to bankrupt the 1* Defendant through
to third parties running into billions of
naira, contrary to the Partnership Agreement.
td.
That some of the suspicious transfers to third parties amongst many
others unknown to the Claimant are as follows:
N500,000,000 payment to SW8
instruction dated the 30/12/13.
Investment
Ltd
vide
payment
$2,989,063.33 USD payment to Summit Integrated Services Ltd vide
payment instruction dated the 18/3/15.
$1,407,000 USD payment to Summit Integrated
payment instruction dated the 18/3/15.
EBUN-OLU
ADEGBORUWA
SAN & CO.
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Services
Ltd vide
PDF Page 23
d).
N25million
payment
to
Halizview
International
Ltd
vide
payment
International
Ltd
vide
payment
International
Ltd
vide
payment
instruction dated the 18/3/15.
N39million
payment
to
Halizview
instruction dated the 3/3/15.
N38million
payment
to
Halizview
instruction dated the 6/3/15.
g):
N550million payment
dated the 15/5/18.
to Ocean
Trust
Ltd vide
payment
instruction
h).
N850million
to Ocean
Trust
Ltd vide
payment
instruction
payment
dated the 14/3/15.
N1 billion in Afkar printing Press together with Vintage Press Limited
and Lagoon Press Limited in October 2017.
Ni
billion
OCEAN
AND
OIL
INVESTMENTS
LTD
(OANDO)
various
times.
- N3.5 billion OCEANIC BANK (NOW ECOBANK) various times.
N100 million IBILE HOLDINGS LAND (PLOT 16/17 BLOCK VI ONIRU
ESTATE).
N500 million STARCOMMS (ARANDA RESOURCES)
SHARES.
100,000,000
N1.4 billion STERLING ASSET MANAGEMENT.
N960 million HITV
300,000,000 SHARES.
N11.9 billion SW8 (WEMA BANK)
30,909,090 SHARES
The Claimant shall at the trial of the suit rely on the various
Letters of Instructions aforesaid.
42.
That on becoming the Managing Director of the 1* Defendant LLP in
2014, the Claimant undertook a review of the books of accounts of
the 1* Defendant but the review was affected by the lack of
adequate and in some occasions, non-existent account records.
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PDF Page 24
aa
f
a
43
That during the review of the account records of the 1% Defendant
that the Claimant carried out, huge sums of money that the 1*
Defendant earned over the years were not reflected in the accounts
of the 1% Defendant.
44,
That
the
account
review
alluded
to
above
revealed
large
scale
fraudulent transactions, some of which are stated above and
diversion of the 1* Defendant funds running into billions of naira by
the 2™ and 3 Defendants.
45,
CERTIFIED TRUE COP)
The 3 Defendant occupies the directing offices of the 1* Defendant
illegally through undue influence, unauthorized control and direction
of the 2" Defendant and is complicit with the 3" Defendant in
continuing to erode profits of proper partners in the partnership.
46.
The Claimant shall contend at the trial of this suit that all actions of
the 3 Defendant acting alone or in connivance with the 2™
Defendant is a continuing violation of the Laws of Lagos State as it
pertains
to Partnerships
as
well
as
a violation
of the
Partnership
Agreement through which the 1* Defendant came into existence.
47.
. That Clauses 11.0 and 20.1 of the Partnership Agreement provides
~ for the signing of the Annual Accounts of the-Partnership’
by all-the
Partners,
including
the Claimant,
to keep
all necessary~and
accounts of all the partnership transactions.
CERTIFIED TRUE GORY
WOLSHD @ BT
48.
That despite the clear provisions of Clauses
proper
Ses iae *
11.0 and 20.1 of the
Partnership Agreement alluded to above, the 2 and 3” Defendants
acting with Mr Tunde Badejo, have flagrantly breached same as no
proper annual accounts have been signed by the Claimant.
45.
The failure and refusal of the Defendants to deliver once every year,
to the Registrar, an annual returns to be certified by the partners of
the 1* Defendant which shall contain the true representation of the
total assets of the partnership at the end of the preceding year and
the particulars of indebtedness, is a violation of Section 76 of the
Partnership Law.
50,
The Claimant shall contend at the trial of this suit that the violations
of the provisions of the Partnership Law by the Defendants is an
offence and is punishable under Section 79 of the Law.
SL:
That following the account review of the 1* Defendant and the
revelations that billions of naira earned by the 1* Defendant over the
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PDF Page 25
years were not fully accounted for, the Claimant confronted Mr.
Tunde Badejo who then admitted to the Claimant that the funds of
the 1 Defendant were grossly mismanaged over the years including
the diversion of the 1% Defendant funds for purported joint venture
purposes at the direction of the 2™ Defendant and for
the benefit of
the 2" Defendant, (BOLA AHMED TINUBU),
52s
Bo.
The said partner confided in the Claimant that it was the style of the
2™ Defendant to corrupt his office and extort benefits of between
70% or more from all projects on-going, in Lagos State since he
became Governor in 1999 to date.
ERTIFIED TRUE Copy
The
to the Claimant the Global
said
partner further cited
as example
Computerisation Project which is being handled by another company of his
called Soft Alliance and
Resources
Limited and where
all the payments
received are diverted to the 2™ Defendant (BOLA AHMED TINUBU).
54:
The said Mr. Tunde Badejo also cited the case of the
Charge (LUC) Project which followed a similar pattern.
55: - That Mr. Tunde
Badejo
“Defendant
over
funds
further
the
admitted
years
running
that the
Land
diversion: of the
‘into’ billions
of
Use
1%
naira—into
suspicious accounts. was done in'a’“smart” way to. shield the 2°" Defendant
(BOLA AHMED TINUBU) from public scrutiny and to hide his assets from
the Code of Conduct Bureau and the anti-corruption agencies,
56.
Sfi
That Mr. Tunde Badejo stated that the fraudulent diversion of the 1*
Defendant funds towards the purported repayment of bogus loans to
banks which could not be traced to the books of the 1% Defendant
and the complex nature of these transactions necessitated the poor
account record keeping and in some cases, the non-existence of
some
records and accounts.
That
these
source
from
bogus
the
loan
repayments
Lagos
instruction order of the 1
State
are
in the
Government
main
under
deducted
a_
at
standing
Defendant that the Claimant was not
aware of or consented to.
58,
The Claimant is aware that these bogus loans were facilitated by
Skye Bank (now called Polaris Bank) and other banks. The Claimant
has written to Polaris Bank and other banks to provide a// relevant
information which will be relied upon and presented to the
court when provided, at the trial.
EBUN-OLU
ADEGBORUWA
SAN
& CO,
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PDF Page 26
39.
That after Mr. Tunde Badejo had explained the facts alluded to above
to the Claimant, it became clear to him that the 1* Defendant LLP in
which he holds 30% of the capital was being used for massive
corruption purposes including tax evasion, bribery of government
officials,
fraudulent
practices,
diversion
Defendant and money laundering.
PARTICULARS
of
the
CERT
funds
of
the
1*
;
CcRTFEDERUE COPY
OF FRAUD:
That the extortion of 70% equity of the 1* Defendant from him (the
Claimant) by the 2nd Defendant (BOLA AHMED TINUBU)
as a
pre-
condition for him, the 2nd Defendant, to perform his official duties at
the time was abuse of office and a fraud on the claimant.
b).
That the revelations by Mr. Tunde Badejo of gross mismanagement of
the funds of the 1 Defendant by over the years including the diversion
of the 1* Defendant funds for purported joint venture purposes was a
violation of the Partnership Law and the Partnership Agreement.
That Mr, Tunde Badejo’s admission that the diversion of the 1% Defendant
funds over the years running into billions of naira into suspicious accounts
was done in.a “smart” way to shield the 2nd Defendant. :
:
:
d).- Pe
Fraludlidenit’ diverstah ‘of the 1
Defendant's funds ‘to-the
benefit of the 2nd Defendant, the purported repayment of huge sums
as bank loans to banks which could not be traced to the books of the
1*
Defendant
transactions
and
the
necessitated
fraudulent
complex
the poor account
nature
record
of
keeping
these
and
in
some cases, the non-existence of some accounts.
e).
That
the
dubious
and
fraudulent
payments
made
to various
3”
parties as shown in the payment instructions was meant to bankrupt
the 1* Defendant and deny the payment of profit to the Claimant.
f).
That the 1* Defendant LLP in which the Claimant holds 30% of the
capital was being used for massive corruption purposes including tax
evasion, bribery of government officials, diversion of the funds of the
1* Defendant and money laundering by the 2", 3Defendants.
60.
That the said Mr. Tunde Badejo thereafter threatened the Claimant
that his life will be in danger if he ever reveals the admitted facts to
third parties.
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& CO,
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PDF Page 27
That after a thorough and full assessment of the information that the
Claimant received from the said Mr. Tunde Badejo which confirmed
the poor records book keeping of accounts of the 1* Defendant and
in some cases, non-existent accounts, he decided to whistle-blow the
fraudulent activities of the Defendants, using the 1* Defendant in
which the Claimant is a partner.
62.
That as a Partner in the 1* Defendant LLP with a 30% capital, the
Claimant is entitled to the payment of his dividends from 2010 to date
in accordance with Clauses 8 and 11.0 of the Partnership Agreement.
63.
WHEREFORE
the Claimant claims against the defendants jointly and
severally as follows:
CERTIFIED TRUE COPY
A DECLARATION that the 2” defendant. not being a named
partner of the 1° defendant, is not entitled to influence or direct the
affairs of the 1° defendant in such a way that will deprive
Claimant of his profit and entitlements from the 1° defendant.
Ps
the
AN ORDER directing the defendants herein, to render an account of al/
sums due to the Claimant from the defendants, from 2010 till date:
-
An Order tracing all-funds-and assets due to the Claimant from the
defendants herein from the inception of the 1st Defendant to date.
An order of specific performance of clauses 8 and 11.0 of the Partnership
Agreement that created the Ist Defendant by extant partners.
An Order for payment to the Claimant by the 1° and #7 Defendants,
of all sums adjudged to be due to the Claimant from the said 1* and
3° defendants, on the submission of the Accounts.
A PERPETUAL INJUNCTION, restraining the 2” defendant, from
directing, influencing or in any
the 1° defendant, in such a way
profit and entitlements from the
being a named partner of the 1°
other manner running the affairs of
that will deprive the Claimant of his
1° defendant, the 2” defendant not
defendant.
10% Interest on Relief (5) above.
Cost of this suit of Ten Million Naira Only.
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ADEGBORUWA
SAN & CO.
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on
Ls
61.
PDF Page 28
ap oe
27
64.
That I, LANRE BAMKOLE, depose to this affidavit in good faith,
conscientiously believing all the facts contained herein to be true and
in accordance with the provisions of the Oaths Act.
Ce
_ FR
See wueeg sen veces renege SU
DEPONENT
SWORN to at the High Court Registry, Lagos,
CTS wenatsmee
Oleniess
MINS
ce 2021
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PDF Page 29
~—
Lo
-
IN THE HIGH COURT OF LAGOS state / >i
Ge
IN THE LAGOS JUDICIAL DIVISION [fo hasWS CUA
SUIT NO:..
BETWEEN:
MR. aDSERE OLADAPO APARA
~
~
AND
1, ALPHA-BETA CONSULTING LLP
TS
2, SENATOR BOLA AHMED TINUBU
3. MR, AKIN DOHERTY
Rp
(GO
Ai
WITNESS STATEMENT ON OATH OF
MR. JOSEPH OLADAPO APARA
|, MR. JOSEPH OLADAPO APARA, Nigerian, male, Chartered Accountant
Street, llupeju, Lagos do hereby make oath and state as follows:
1,
~
2,
of 27, Oduwobi
| am the Claimant in this suit, a Nigerian Citizen and a Chartered Accountant who
trades under the name and style of Infiniti Systems Enterprises of 27, Oduwobi
Street, llupeju, Lagos.
The
1st Defendant
under
the
GERTIFIER TRUE COP)
is a Limited
Partnership
Law
Liability Partnership
of Lagos
State
with
that was
its office
registered
at Water
in 2010,
House,
Water
Corporation Headquarters, ljora, Lagos.
Bs
The 2nd Defendant is a politician and former Governor of Lagos State between 1999
and 2007 who at all material times to this suit, was a controlling interest of the 1st
Defendant while hiding his involvement in the 1st Defendant from the public. He is
resident at 26, Bourdillon Road, Ikoyi, Lagos.
4,
The 3rd Defendant parades himself as the Managing Director/Managing Partner of
the 1* Defendant contrary to the provisions of the Partnership Agreement, with his
office at Water House, Water Corporation Headquarters, ljora, Lagos.
5,
The 3rd Defendant is not one of the Partners of the 1st Defendant LLP but was alsoa
former Commissioner of Finance under the administration of the 2nd Defendant,
Bola Ahmed Tinubu,
6.
The
main
and
reconciliation
business of the
1st Defendant
is and
of Internally Generated
hao
7
HOLDEN AT LAGOS
has been
Revenue
the computation,
in Lagos State
tracking
in return for a
commission.
Page
1|10
4
NS
ot
[
PDF Page 30
The 2nd Defendant has directed and dictated the affairs of the 1°* Defendant to
divert assets of the 1 Defendant to his (the 2nd Defendant) benefit and to the
detriment of the Claimant.
The Claimant avers that the ownership of the 1% Defendant and the percentage of
the capital contributed by the partners, including the Claimant are as follows:
e
Dapo Apara (Trading under the name
and style Infiniti Systems Enterprises
30%
CERTIFIED TRUE COPY
e
Michael Olumide Ogunmola (Trading
under the name and style Momo Consulting)
Tunde Badejo (Trading under the name and style Ebo Consult)
® Tunde Badejo (Trading under the name and style intergrev Ser)
40%
15%
15%
The Claimant avers that from inception of the 1‘t Defendant, the 2" Defendant has
been in control of the affairs of the 1°* Defendant and that from the year 2018, AKIN
DOHERTY,
the
3
Defendant
and
SENATOR
BOLA
AHMED
TINUBU,
Defendant, have assumed firm control of the financial management
the exclusion of the Claimant.
the
2"
of the firm to
10.
The Claimant avers that sometimes in or about the year 2000, he solely conceived,
prepared and presented a proposal to the Lagos State Government on providing
consultancy services using his registered firm, Infiniti Systems Enterprises, with
respect to using computer technology to track and reconcile the Internally
Generated Revenue of the State (IGR).
‘
A.
The Claimant avers that following the presentation of his proposal to the Lagos State
Government, the 2"? Defendant (BOLA AHMED TINUBU) who was at the time the
Governor of Lagos State, demanded that 70% equity interest in the project be
assigned to a certain Olumide Ogunmola on his (Tinubu’s) behalf before he, the 2™
Defendant will approve the project.
12.
The Claimant avers that he then met with the said Olumide Ogunmola (whom he had
never met before) and it was agreed that a limited liability company be incorporated
in which the Claimant will hold 30% shares while Olumide Ogunmola and his
partners will hold 70% of the shares of the company, as proxy for the 2° defendant.
13.
The Claimant avers that following the
Consulting Limited was incorporated
shareholding ratio:
°
°
°
14,
agreement alluded to above, Alpha Beta
in the year 2002 with the following
Dapo Apara
Olumide Ogunmola
Adegboyega Oyetola
30%
40%
30%
The Claimant avers that upon the commencement of business operations, the 2
TINUBU), directed that the 30% shareholding of
Defendant (BOLA AHMED
Adegboyega Oyetola be transferred to one Mr, TUNDE BADEJO. This was done,
Page
2|10
PDF Page 31
The Claimant avers that although he was a signatory to all the bank accounts of the
1° Defendant, payments from the bank accounts of the 1% Defendant required only
2 signatories which were mostly handled between the other two partners, Messrs
Michael Olumide Ogunmola and Tunde Badejo.
16.
The Claimant avers that occasionally when the other two partners in the 1%
Defendant apart from the Claimant were not available, then the Claimant will be
involved as a fallback option.
Li.
The Claimant avers that after the incorporation of Alpha-Beta Consulting Ltd in 2002
and structured according to the dictates of the 2" Defendant (BOLA AHMED
TINUBU), the 2" Defendant in his official capacity as the Governor of Lagos State
then approved that Alpha-Beta Consulting Ltd be awarded consultancy contract for
the assessment and collection on behalf of the Lagos State Government, all taxes
and Internally Generated Revenue (IGR) due and payable to the State at a 10%
consultancy fee (subject to a benchmark which varies from time to time),
18.
The Claimant avers that due to the technological innovation that was deployed by
him, the Internally Generated Revenue of the State grew from a base of about
N10billion per annum in 2002 to over N300bn in 2019.
19,
In year 2010 or thereabout, the 2" Defendant (BOLA AHMED TINUBU) directed that
the incorporation structure of the Alpha-Beta Consulting Ltd be changed from a
limited liability company to a limited liability partnership under a newly promulgated
law of the Lagos State Government. The 2°¢ defendant explained to the Claimant
that the purpose was to further shield the 2"! Defendant, (BOLA AHMED TINUBU’S)
involvement in Alpha-Beta Consulting Ltd from public scrutiny,
20.
The Claimant avers that in 2010, based on this directive by the 2" Defendant (BOLA
AHMED TINUBU), the 1* Defendant was registered as a Limited Liability Partnership
to carry on business as information and communication technology consultants and
provide high quality, value added information. solutions. scRUE
‘py
institutions.
GERTIE 1 oy
BS
21.
The Claimant avers after the registration as a Limited Liability Partnership, the 1%
Defendant then took over the Lagos State contract previously awarded to Alpha Beta
Consulting Limited.
22.
The Claimant avers that upon the registration of the 1% Defendant in 2010, a
Partnership Agreement was executed by all the Partners including the Claimant and
Messrs Michael Olumide Ogunmola and Tunde Badejo. The Claimant hereby pleads
and shall at the trial of the suit rely on the Certificate of Registration and the
Partnership Agreement.
23.
The Claimant avers that the 2" Defendant thereafter directed that Mr. Michael
Olumide Ogunmola be designated as Managing Partner of Alpha Beta Consulting LLP,
while the Claimant was designated as Deputy Managing Partner.
Page
3|10
——,
15.
PDF Page 32
24,
The Claimant avers that in 2014 the 2 Defendant directed that Mr. Michael
Olumide Ogunmola should cease being the Managing Partner and the Claimant then
became the Managing Partner with access to review the financial records.
25.
Sometime in 2016, the 2 Defendant (BOLA AHMED TINUBU) told the Claimant that
he (BOLA AHMED TINUBU) has received feedback that Claimant was reviewing past
financial records of the 1%* Defendant. That he was displeased with this action of the
Claimant and therefore intends to bring the 3 Defendant (AKIN DOHERTY) into the
management of the 1% Defendant as Managing Director to take over the financial
management of the company, while the Claimant should revert to his former role as
Deputy Managing Director and not get involved in the financial affairs of the 1°
Defendant.
26,
The 2° Defendant (BOLA AHMED TINUBU) also warned the claimant not to even
think of exposing his involvement in the financial affairs of the 1% Defendant to the
EFCC as the then Acting Chairman of EFCC, Ibrahim Magu, will always protect him
(the 2°¢ Defendant)
GERTIFIED
TRUE GOPY
27.
The 2" Defendant also threatened to use the agencies of the Lagos State
Government such as the Lagos State Internal Revenue service (LIRS) and the Lagos
State Building Control Agency (LSBCA) to harass and seize the assets of the Claimant
if the Claimant ever betrayed him.
27,
The Claimant disagreed with the 2" defendant's request that he, the Claimant,
should revert to the role of a deputy. Instead the Claimant agreed with the 2"¢
Defendant that he will transition to a consultant to the 1%* Defendant to manage the
technology and get remunerated on a monthly basis for this task.
28.
Thereafter, the 3 Defendant was brought to the office premises of the 1*
Defendant by Mr. TUNDE BADEJO, a partner, and introduced to the staff as the new
“Managing Director” of the 1 Defendant.
29.
Thereafter, MR. TUNDE BADEJO told the Claimant that if he (the Claimant) ever
came to the office of the 1°* Defendant he, MR. TUNDE BADEJO will terminate the
life of the Claimant. This incident was reported to the police in 2018 and is under
investigation.
30.
When the Police commenced investigation into this complaint by the Claimant in
2018, the 2
Defendant (BOLA AHMED
TINUBU) interfered in the Police
investigation to frustrate it.
Sul.
On becoming the Managing Partner in 2014, the Claimant sent a Board resolution to
all the bankers of the 15' Defendant to remove MR. MICHAEL OLUMIDE OGUNMOLA
as a signatory to all the bank accounts of the 1° Defendant.
32)
Following this Board Resolution to all the banks, the Claimant and MR. TUNDE
BADEJO then remained the only authorised “A” signatories of all the accounts of the
1°' Defendant able to sign any amount jointly.
Page
4|10
PDF Page 33
33k
Between 2014 after notices to all the banks of the removal of MR.
MICHAEL
OLUMIDE OGUNMOLA as signatory to the bank accounts and sometime
in 2018, the
Claimant and Mr. Tunde Badejo jointly operated the bank accounts
of the 1%
Defendant.
34,
However from 2018 to date, MR. TUNDE BADEJO, the 3" Defendant
(AKIN DOHERTY)
and 2° Defendant (BOLA AHMED TINUBU) have colluded to operate
the bank
accounts of the 1* Defendant amongst themselves without the involve
ment of the
Claimant, contrary to the subsisting mandate which stipulates that the
Claimant and
MR TUNDE BADEJO should jointly sign any amount as “A” signatories,
apart from a
limit of N10 million monthly which may be signed jointly by any
“A” and a “B”
signatory. The “B” signatory was designated as Mr. Bode Oluyemi,
an employee of
the 1%t Defendant.
35:
Suspicious that his signature was being forged to enable the 2 and 3°¢
Defendants
operate the bank accounts of the 1° Defendant without his involvem
ent, the
Claimant explicitly wrote to all the bankers of the 1* Defendant in February
of year
2020 revoking his mandate for any debit transactions. Claimant hereby pleads
and
shall rely on the said letters at the trial.
36.
The Claimant has also written to the banks to provide details of all transacti
ons in
the 18 Defendant’s accounts since inception and Claimant shall rely upon
these
le tters
at
the
triial.
a
ewe
a7.
The Claimant
avers that Clause
IFIED T
A, r
u
8 of the Partnership Agreement
ECO |e
which
Profit and Losses provides as follows:
4
relates to
“The Partnership's profits and losses (including profits and losses of capital) shall be
divided between and borne by the Partners in proportion to the shares in its capital
for the time being owned by them”,
38,
The Claimant avers that the 1st
Government commission for its
billion naira (N150 billion) from
being that sum minus legitimate
39,
The Claimant avers that despite the huge income made by the 1° Defendant
since 2010 till the present, Messrs Tunde Badejo and Akin Doherty acting under
direction of the 2"? Defendant breached Clause 8 of the Partnership Agreement
denied the Claimant his share of the profit from the partnership as provided in
Agreement.
40.
The Claimant avers that Messrs Tunde Badejo, Michael Olumide Ogunmola and Akin
Doherty have colluded and conspired to run the affairs of the business in a manner
designed to bankrupt the 15st Defendant through suspicious monetary transfers to
third parties running into billions of naira, contra ry to the Partnership Agreement.
41.
The Claimant avers that some of the suspicious transfers to third parties amongst
many others unknown to the Claimant are as follows:
Defendant LLP has received from the Lagos State
services estimated at over One hundred and fifty
2010 to date, with the profits of the Partnership
costs.
Page
5]10
LLP
the
and
the
PDF Page 34
a).
N500,000,000 payment to SW8
Investment Ltd vide payment instruction dated the
30/12/13.
b),
$2,989,063.33 USD payment
instruction dated the 18/3/15.
to
Summit
Integrated
Services
Ltd
c).
$1,407,000 USD payment to to Summit Integrated Services Ltd
instruction dated the 18/3/15.
d).
N25million
payment to Halizview International
vide
payment
vide
payment
Ltd vide payment
instruction dated
N39million payment to Halizview International Ltd vide payment
the 3/3/15.
instruction dated
N38million
instruction dated
the 18/3/15,
payment to Halizview International Ltd vide payment
the 6/3/15.
g).
N550million
payment
to
Ocean
Trust
Ltd
vide
payment
instruction
dated
the
payment
to
Ocean
Trust
Ltd
vide
payment
instruction
dated
the
15/5/18.
h).
N850million
14/3/15,
N1 billion OCEAN
AND OIL INVESTMENTS
LTD (OANDO)
Limited and
various times.
N3.5 billion OCEANIC BANK (NOW ECOBANK) various times.
N100 million IBILE HOLDINGS
N500 million STARCOMMS
LAND (PLOT 16/17 BLOCK VI ONIRU
(ARANDA
RESOURCES)
ESTATE).
100,000,000 SHARES.
N1.4 billion STERLING ASSET MANAGEMENT.
p).
N960 million HITV
q).
N11.9 billion SW8 (WEMA BANK)
Lagoon
ano snes GISLLUSO
N1 billion in Afkar printing Press together with Vintage Press
Press Limited in October 2017.
300,000,000 SHARES.
30,909,090 SHARES
The Claimant shall at the trial of the suit rely on the various Letters of Instructions
aforesaid.
42.
The Claimant avers that on becoming the Managing Director of the 1° Defendant LLP
in 2014, he undertook a review of the books of accounts of the 1%t Defendant but the
review was affected by the lack of adequate and in some occasions, non-existent
account records.
Page
6|10
PDF Page 35
43,
The Claimant avers that during the review of the account records of the 1%
Defendant that he carried out, huge sums of money that the 1° Defendant earned
over the years was not reflected in the accounts of the 15t Defendant.
44,
The Claimant avers that the account review alluded to above revealed large scale
fraudulent transactions, some
of which
are stated above
and diversion
Defendant funds running into billions of naira by the 2 and 3 Defendants.
45.
46.
of the 1%
The Claimant avers that the 3" Defendant occupies the office of the 1% Defendan
t
illegally through undue influence of the 2" Defendant and is complicit with
the 3
Defendant in continuing to erode profits of proper partners in the partnership.
The Claimant shall contend at the trial of this suit that all
acting alone or in connivance with the 2™ Defendant is
Laws of Lagos State as it pertains to Partnerships as
Partnership Agreement through which the 15t Defendant
actions of the 3 Defendant
a continuing violation of the
well as a violation of the
came into existence.
47.
The Claimant avers that Clauses 11.0 and 20.1 of the Partnership Agreement
provides for the signing of the Annual Accounts of the Partnership by all the
Partners, including the Claimant, to keep all necessary and proper accounts of all the
partnership transactions.
—
48.
The Claimant avers that despite the clear provisions of Clauses 11,0 and 20.1 of the
Partnership Agreement alluded to above, the 2°¢ and 3" Defendants acting with Mr
Tunde Badejo, have flagrantly breached same as no proper annual accounts have
been signed by the Claimant.
49,
The Claimant
every year, to
1% Defendant
partnership at
CERTIFIED TRUE COPY
avers that the failure and refusal of the Defendants to deliver once
the Registrar, an annual returns to be certified by the partners of the
which shall contain the true representation of the total assets of the
the end of the preceding year and the particulars of indebtedness, is a
violation of Section 76 of the Partnership Law.
50,
The Claimant shall contend at the trial of this suit that the violations of the provisions
of the Partnership Law by the Defendants is an offence and is punishable under
Section 79 of the Law.
od;
The Claimant avers that following the account review of the 1%* Defendant and
revelations that billions of naira earned by the 1 Defendant over the years were
fully accounted for, he confronted Mr. Tunde Badejo who then admitted to him
the funds of the 1 Defendant were grossly mismanaged over the years including
diversion of the 1% Defendant funds for purported joint venture purposes at
direction of the 2" Defendant and for
the benefit of the 2
Defendant,
the
not
that
the
the
(BOLA
AHMED TINUBU),
52.
The said partner confided in the Claimant that it was the style of the 2" Defendant
to corrupt his office and extort benefits of between 70% or more from all projects
on-going in Lagos State since he became Governor in 1999 to date.
Page
7|10
PDF Page 36
53,
The
said
partner
further
cited
as
example
to
the
Claimant
the
Global
Computerisation Project which is being handled by another company of his called
Soft Alliance and Resources Limited and where all the payments received are
diverted to the 2"4 Defendant (BOLA AHMED TINUBU).
54,
The said Mr. Tunde Badejo also cited the case of the Land Use Charge (LUC) Project
which followed a similar pattern.
55,
The Claimant avers that Mr. Tunde Badejo further admitted that the diversion of the
1* Defendant funds over the years running into billions of naira into suspicious
accounts was done in a “smart” way to shield the 2" Defendant (BOLA AHMED
TINUBU) from public scrutiny and to hide his assets from the Code of Conduct
Bureau and the anti-corruption agencies.
CERTIFIED TRUE COPY
56,
The Claimant avers that Mr. Tunde Badejo stated that the fraudulent diversion of the
1* Defendant funds towards the purported repayment of bogus loans to banks
which could not be traced to the books of the 15* Defendant and the complex nature
of these transactions necessitated the poor account record keeping and in some
cases, the non-existence of some records and accounts.
Dike
The Claimant avers that these bogus loan repayments are in the main deducted at
source from the Lagos State Government under a standing instruction order of the
1* Defendant that the Claimant was not aware of or consented to.
58.
The Claimant is aware that these bogus loans were facilitated by Skye Bank (now
called Polaris Bank) and other banks, The Claimant has written to Polaris Bank and
other banks to provide all relevant information which will be relied upon and
presented to the court when provided, at the trial.
59.
The Claimant avers that after Mr. Tunde Badejo had explained the facts alluded to
above to him, it became clear to him that the 15 Defendant LLP in which he holds
30% of the capital was being used for massive corruption purposes including tax
evasion, bribery of government officials, fraudulent practices, diversion of the funds
of the 1% Defendant and money laundering.
PARTICULARS OF FRAUD:
a).
b).
c).
The Claimant avers that the extortion of 70% equity of the 1° Defendant from him
(the Claimant) by the 2nd Defendant (BOLA AHMED TINUBU) as a pre-condition for
him, the 2nd Defendant, to perform his official duties at the time was abuse of office
and a fraud on the claimant.
The Claimant avers that the revelations by Mr. Tunde
Badejo of gross
mismanagement of the funds of the 1° Defendant by over the years including the
diversion of the 1% Defendant funds for purported joint venture purposes was a
violation of the Partnership Law and the Partnership Agreement.
The Claimant avers that Mr. Tunde Badejo’s admission that the diversion of the 1*
Defendant funds over the years running into billions of naira into suspicious accounts
was done ina “smart” way to shield the 2nd Defendant.
Page
8|10
PDF Page 37
The Claimant avers that the fraudulent diversion of the 1° Defendant funds to the
benefit of the 2™ Defendant, the purported repayment of huge sums as bank loans to
banks which could not be traced to the books of the 1° Defendant and the fraudulent
complex nature of these transactions necessitated the poor account record keeping
d).
and, in some cases, the non-existence of some accounts.
The
e).
Claimant avers that the dubious
parties as shown
and fraudulent payments
made to various 3%
in the payment instructions was meant to bankrupt the 1 Defendant
and deny the payment of profit to the Claimant.
f).
The Claimant avers that the 1" Defendant LLP in which he holds 30% of the capital was
being
used
for massive corruption
purposes including tax evasion, bribery of
of the 1* Defendant and money laundering
funds
the
of
diversion
officials,
government
by the 2, 3 Defendants,
CERTIFIED TRUE COPY
60.
The Claimant avers that the said Mr. Tunde Badejo thereafter threatened the Claimant
that his life will be in danger if he ever reveals the admitted facts to third parties.
61.
The Claimant avers that after a thorough and full assessment of the information he
received from the said Mr. Tunde Badejo which confirmed the poor records book
keeping of accounts of the 1° Defendant and in some cases, non-existent accounts, he
decided to whistle-blow the fraudulent activities of the Defendants, using the 1*
Defendant in which the Claimant is a partner.
62.
The Claimant avers that that as a Partner in the 1" Defendant LLP with a 30% capital, he
is entitled to the payment of his dividends from 2010 to date in accordance with Clauses
8 and 11.0 of the Partnership Agreement.
63.
WHEREFORE the Claimant claims against the defendants jointly and severally as follows:
A
DECLARATION
that
the
2™
Defendant,
not
being
a named
partner
of the
1°
Defendant, is not entitled to influence or direct the affairs of the 1 Defendant in such a
way that will deprive the Claimant of his profit and entitlements from the 1° Defendant.
AN ORDER directing the Defendants herein, to render an account of all sums due to the
Claimant from the Defendants, from 2010 till date.
An Order tracing all fund and assets due to the Claimant from the defendants herein
from the inception of the 1° Defendant to date.
An Order of specific performance of clauses 8 and 11.0 of the Partnership Agreement
that created the 1° Defendant by extant partners.
An Order for payment to the Claimant by the 1* and 3
Defendant, of all sums adjudged
to be due to the Claimant from the said 1° and 3 Defendants, on the submission of the
Accounts.
A PERPETUAL INJUNCTION,
restraining the 2” Defendant, from directing, influencing or
in any other manner running the affairs of the 1* Defendant, in such a way that will
deprive the Claimant of his profit and entitlements from the 1° Defendant, the 2™
Defendant not being a named partner of the 1* Defendant.
10% Interest on Relief (5) above.
Cost of this suit of Ten Million Naira Only.
Page9|10
PDF Page 38
64,
That
| MR,
JOSEPH
OLADAPO
APARA,
depose
to
this
affidavit
in good
faith,
conscientiously believing all the facts contained herein to be true and in accordance
Hassan Humaid Al Suwaidi
:
a)
‘ with the provisions of the Oaths Act.
Signature & Stamp as Witness
Regulated Lawyer, nsaaaze ph nder
Professional License Ne. 544326 fhPai
UAE
i
:
|
| Email: info@hhslawyers.com 4 snature
Regulated Lawyer
Place
Dubai
vategFf - >) 202)
FOR VERIFICATION OF THIS
DOCUMENTS
PLEASE CONTACT
mali@hhslawyers.com
Dubai - VAE
GEnfiFien TRUEje copy
—
Sasa i “cam
Page
10| 10
PDF Page 39
SSE
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Attestation of Signature
Ayal) CILLA) Alga g Lgl JAY aladtugd|
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To Be Used Inside Nigeria , U.A.E
|
I, the undersigned\ Joseph Oladapo Apara,
Nigerian National holder of Emirates Resident
Boma
I
Card No. 784-1961-9838541-9, and holder of
vis lye dls 784-196 1-9838541-9
dtacial}
In my personal capacity and any other capacity,
do hereby declare that my signature subscribed
below is the authorized signature with all natural
|
and moral individuals, ministries, authorities,
committees,
councils references, Free Zones
Authorities, government and civil departments,
|
Ol all's Gels IG)
5 ss GaleYl
Asrall y Aye Soll pil salis eal pally Lull mall's
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Chamber of commerce and industry, Department
of Tourism, Commerce Marketing, Ministry of
Finance,
Department
of
Public
Works,
Department of Social Services, Commercial
Buildings, Department of Agriculture, Ministry
QuclainI Grate
installations,
eed) & yl yg cca le
facilities vital
and
Consulates
and
Telecommunications,
Companies,
and
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transfer,
registration,
transfer
also
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ownership,
renewal of ownership, payment of fines, issuing
the certifications and any other transactions
related to the Authority. And this signature is my
only official signature.
Signature:
ph Aig! post gpl SL ee csliy
N CERTIFIED T
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we gaa
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{{x
Fadel Omar Allassem
| = Swora Legal Transloto/ rMi nistry
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PDF Page 40
IN THE HIGH COURT OF LAGOS STAT
IN THE LAGOS JUDICIAL DIVISION/,
HOLDEN AT LAGOS
af
[ ~)
| ~- enGre
/ ‘F1 ( (Lp
(
SUIT NO. icsseeneeeeeeeeee
ees
if
BETWEEN:
) CLAIMANT
MR OLADAPO JOSEPH APARA
Cy
(Trading under the name and style Infiniti Systems Enterprises)
>
A
AND
\
DEFENDANTS
ee)
1. ALPHA-BETA CONSULTING LLP
<)
|
2, SENATOR BOLA AHMED TINUBU
}
—¢t
Lo
%
3. MR. AKIN DOHERTY
}
DQG’
sy
CLAIMANT'S LI ST OF DOCUMENTS TO BE RELIED UPON AT THE TRIAL
1. The Certificate of Registration of the Partnership Ag reement.
2. Letters of Instruction regarding various payments referred to in
paragraph 41 of the Witness depositions on oath.
3, Letters of revocation of the mandate given by Claimant dated gan
February 2020.
4, Board Resolution dated 24" July 2014 signed by the Claimant.
5. Letter of Introduction of authorized signatory dated 28" August 2014
signed by the Claimant.
6: Partnership Agreement of the 1* defendant.
7. Power of Attorney dated 5" August 2018.
centent
8. Any other document (s).
if
i
EBUN-OLU ADEGBORUWA SAN & COMPANY,
adegboruwalaw@yahoo.com; ebunoluadegboruwa@nigerianbar.ng
EBUN-OLU ADEGBORUWA SAN & CO.
www.adegboruwalaw.com
| 0810 000 0759 | 0803 301 6673 | 0803 324 6500
0758
000
0810
adegboruwalaw@yahoo.com | adegboruwalaw@gmail.com
(so
AMESD
-T
Pees
af.
ial SoS
PDF Page 41
~
\
5
4
FOR SERVICE ON:
1.
THE 15° DEFENDANT,
ALPHA BETA CONSULTING LLP OF WATER HOUSE,
WATER CORPORATION HEADQUARTERS,
TWJORA, LAGOS STATE.
THE 2"° DEFENDANT,
SENATOR BOLA AHMED TINUBU
26, BOURDILLON ROAD, IKOYI, LAGOS.
THE 3°° DEFENDANT,
MR AKIN DOHERTY
WATER HOUSE, WATER CORPORATION HEADQUARTERS,
IJORA, LAGOS STATE.
gory
™
e
e
ecacr
EBUN-OLU ADEGBORUWA SAN & CO.
www.adegboruwalaw.com
0810 G00 0758 | 0810 000 0759 | 0803 301 6673 | 0803 324 6500
adegboruwalaw@yahoo.com | adegboruwalaw@gmail.com
PDF Page 42
GIFICE GF TRE REGIST Fan5H
ALAUSA,
posi
IKEIA, LAGOS. - .
FORM LP. a4
poh
Dexlificale 6of Regis
(Bopp
rot Boy
SSiynitedt Debitft
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LOD
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COPY
PARTRERSHIP (AMENDIVENT) LAW OF io .u8 STATE 2005
Pursuant To Section 5%
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PDF Page 43
Ss
Alpha- -Beia C onsul ting
December
1
Lumites
s
RC 378848
30, 2013
The Branch Manager
Skye Bank Plc
45, Adeola Odeku Street
Victoria Island, Lagos °
Dear SidMadarn,
WHTHDRAWAL
INSTRUCTION
Please kindly take this as autherity to debit our
current acco unt
numbet 1771393251 with the sum of N500,000,000.00( Five
Hundred Million Naira Only) and credit as follows:
Skye Bank Pie
Ranke:
Account
Number:
1770375235
Account Name:
SWé8 Investment Limited
Amount:
N 500,000, 608.00
— TFTESTRGECAPY
Thank you.
Yours
faithfully,
FOR:
a DM A. BETA
Ms
CONSULT iMG
Lat
»
:
PDF Page 44
4/2015
ABC Leller 3jpg
ALPHABETA
CONSULTING
PIM
EVI
GrantEy
March
PA
ND P
aa pet ep
LPN 004
18, 2015
The Branch Manager,
Zenith Bank Ple,
Adeyemo Alakija,
Victoria Island
:
Lagos.
Dear Sir,
TRANSFER FROM ACCOUNT NUMBER $070392516
Kindly use this as an instruction (o debit -our domiciliary
5070392516 and transfer to the account details below:
current account
Account Name:
Sunimit Integrated Reeurces Lid
Bank:
Zenith Bank. Pls, Adeyemo Alakija Branch
Account Number: — §070298144
-
Amount:
number
-
$2,989.063.33
Thank you.
coqgat ott
NN
Yours faithfully,
at
at
‘ te
Le
N
oe
A ve ORIZED SIGNATORY
hey
‘
ty
<—
AUTHORUZ
i
‘
Co So_
IGNATORY
(
Water House Headquarters, Ist Floor, The Logos-State Water Corporotion, fora Cousewoy,
Ijora, Lages, RO.Box 51856, Ikoyi Lagos.
T T326534, 7749601, 2194292, Fox:7926538, Uenuail: Info@alpha-beta,nct, alphabchtconsilt{@jhowns
il.cam, Welnitis: wwir.
Ip abetsuci
PDF Page 45
ABC Lelter 2jpg
*
LPN
Mureh
004
18, 2015
‘The Branch Manager,
Zenith Bank ie,
:
Adeyemo Alakija,
Vieloria Island
Lagos,
Dear Sir,
TRANSFER FROM ACCOUNT NUMBER 5070392516
Kindly use this as an instruction to debit our domiciliary current account number
5070392516 and transfer to the account details below;
Account Name:
.
Bank:
Summit Integrated Reources Ltd
Zenith Bank Ple, Adeyemo Alokija’ Branch
Accounl Number:
50792981 44
Amount:
$1,407,000,00
Thank you,
toe
.
gcarinen sad
Yours faithfully,
ED SIGNATORY
os
é
as, 3ilo iets Gi
Woter House Headquarters, ¥st Flaor, The Lagos State Water Corperetion, fiore Cousewoy, loro, Lagos. FO. Bax 51656, tkoyi Lagos.
T: TI2HSM.
1749601, _ 21292,
*
Fun, “7926835, E--miail: 2 bnfo@alphu-bese, net, atphobet: eon sul lift hotmail. rom, Website: wrew.lpha-bcla net
PDF Page 46
:
ALPHABETA [m®
CONSULTING eo
=
®
ut
LPN
OU
March 10, 2015
The Branch Manager
4
Zenith Bank Ple,
.
Adeyemo Alakija-Brauch,
i
.
,
Victoria (sland.
Lagos.
yo
,
.
Attentiau: Chineye Chukwudile
Dear Sit
.
«
Transfer of Funds frum Account No 10) 2656447
.
:
Kindly transfer the sui of 25,000,000,00CTwenty-Five Million Naira Only) io the beneficiary
as detailed below:
Aveount Naune:
Hallizview loternatignal Ltd
Account Number:
2215856022
Bank:
ot
.
i
‘
5
seo
Authorized }Signatory
i
‘Authofized § ignitory
agit
NL
Walzr House Headquarters, 16! Flo:
M96),
‘
og
‘Yours faithfully,
for: Afpha Beta Consulting LLY
Ti WROSM,
.
FCMB Ple
Thank you for your usual co-operation.
oer
.
UALM,
Fit
The lages Stele Wailer {Corporati
F2G535, Venrail, Dalcaiantpiidbee rs
shorn, &
aiphatebsarnnedd ye
.
'
_t
PDF Page 47
ALPHABETA
CONSULTING
March 3, 2015
The Branch Manager
Zenith Bank Plc,
Adeyemo Alakija Branch,
\
Victoria Iskind,
Lagos
Attention:
Chinuye
Chukvwudile
Dear Si,
Transfer of Funds from Account
No 101 26564497
Kindly transfer the sum of 839,000,000:00 (Chirty-Nine Million Naira Only) wo the beneficiary
as detailed below:
Account Name:
Account Number:
Hailizview International Ltd
22135856022
Bank:
FCMB
Pic
cxaninensvect””
Thank you for your usual co-operation.
Yours faithfully,
for: Alpha Beta Consulting LLP
oy
PDF Page 48
ALPHAB EB] TA ce
L
.
ING
bad ee
March 6, 2015
.
The Branch Manager
Zenith Bunk Pie,
Adeyemo Alakija Branch,
Victoria Island,
‘Lagos,
Attention; Chineye Chukwucile
Dear Sir,
Transfer of Funds from Account No 1012636447
Kindly transfer the sum of N38,0100,000: AO Thirty-Eight Million Naira Oly) to the benciicinry
:
as cemiled below:
Account Name:
Account Number:
Bank:
Hallizview International Lied
2215856022
FCMB Me
Thank you for your usual co-operation,
Yours faithfully,
far: Alpha Bela
7 Tee
Consulting LLP
,
Auth frtapa Signatory
‘il
als Sjgnalory
Ne
Woter House Heodquartevs, 15a! Flog, Tha Logue Stolz Water Corporuiion, jaro Cousiwoy, § m2, bagos, LO Cox 3
Tr JOUS,
TAIN,
FUMIOD,
Tent Lies.
Fant Pie 5, Eanails Infoioxiphaberinet, siphahtneussudarhownailcam Webs sites woe wanphotetastst
PDF Page 49
May 15, 2018
The Manager
Guaranty Trust Bank Ple
Akin Adesola Street
Victoria Island
Lagos.
Atteotion:
‘
,
.
,
:
:
7
Kasie Okoli
Dear Sir,
FUNDS TRANSEER: ALPHA BETA CONSULTING LLP A/C NO 021-761-2507
;
.
We herchy request you to transfer the sum of ¥550,000,000:00 (Nine hundred and Fifty million naira
only} to the acrount details below:
ACCOUNT NAME;
‘Ocean Trust Limited
BANK
Wema
NAME:
012-261.3238
PURPOSE:
JV (part payment}
:
.
—
eel
agnrinies:
TRUE ¢o
¥
:
:
Youry faithfully,
For: ALPHA
‘
Bank Pie
ACCOUNT NO:
Thank you,
Ay
BETA CONSULTING
AUTHORISED SIGNATORY
.
.
LLP
es Baad
:
7
PDF Page 50
q
May 14, 2018
The Manager
Guaranty Trust Bank Plc
Akin Adesola Street
Victoria Island.
>
Lagos.
trenton:
Kasfe Okolt
Dear Sir.
FUNDS TRANSFER: ALPHA BETA CONSULTING LLP A/C NO 021-761-2
507
We hereby request you to transfer the sunvof N850,000,000:00 {fight hundred. and Fifty
million sairs
only) Lo the account. details below:
ACCOUNT NAME:
Ocean Trust Limited
BANK NAME:
Wema
ACCOUNT NO:
012-261-3238
PURPOSE:
JV (part payment)
Bank Pic
senna mRne COP"
eee
-
Thank you.
Yours faithfully.
For: ALPHA BETA CONSULTING
LLP
ORS
Acton
:
: Ae
4
[D SIGNATORY
*
Waius Hausa Heedquai tors, Ist Flees, The lagus Stole Wolter Corparation, lors Comsewoy, Hara, Lages. 'O.Rnx 31654,
Tr UMS3a,
795 SURI, Pact A535. Eemail; Infddintpieebebannt, w phabehicenautiGiestinail, eam, We otis, wav.ikepisly Lege,
ACE
Anel
PDF Page 51
Oladapo Joseph Apara
27 Oduwobi Street, Hlupeju, Lagos
P. O. Box 51109, Falomo, ikoyi, Lagos
Tel: +234-803-405-1270
February 24, 2020
The Managing Director
Polaris Bank
c
Lagos, Nigeria
Sir,
oTiRES
CRUE copy
NOTICE OF REVOCATION OF SIGNATURE MANDATE (OF DAPO APARA)
ON THE FOLLOWING ACCOUNTS:
1. ALPHA
BETA CONSULTING
LLP
2. ALPHA BETA CONSULTING LIMITED
3. E-REVENUE GATEWAY LIMITED
4. INFORMATION CONNECTIVITY SOLUTIONS LIMITED
This is to notify you that |, Dapo Apara, of 27 Oduwobi Street, [Lupeju, Lagos, being a
director and shareholder in the above listed companies, and being one of the only two
joint signatories on all the accounts of the above companies, hereby revoke my
signature mandate authorizing any debit transactions on all accounts maintained by
and in the name of the above companies.
‘This means effective immediately there should be no debit transactions on any and all
the accounts of these companies in your bank until further notice. This is due to pending
litigations and on-going criminal activities of which:| have petitioned the law enforcement
agencies to investigate.
This is a legal and/or constructive notice. Disregard of this notice leading to financial loss
in the above companies will expose your bank to direct liability to the fullest extent of the
law. | urge you to act advisedly and | agree to indemnify you against any legal action you
may face as a result of the implementation of this notice.
Note also that this revocation propagates to all other signatories who derives their
mandates from me either from a Board resolution jointly signed by me or authorization
issued by me to your bank. All such mandates are hereby immediately revoked.
Tee
Thank you
Dapo Apara
+234 803 405 1270
cc: Central Bank of Nigeria
PDF Page 52
'
February 24, 2020
,
.
-\,
The Managing Director/Chief Executive Officer
. Sterling Bank PLC Head Office
f
|
Sterling Towers
20, Marina Road
Lagos.
¥
-
Dear Sir
opimieren TRUE
coP
DAPO APARA ON THE FOLLOWING
NOTICE OF REVOCATION OF SIGNATURE MANDATE OF MR
CONSULTING LTD 3, £-REVENUE
ACCOUNTS: 1. ALPHA BETA CONSULTING LLP 2. ALPHA BETA
LIMITED AND ANCILLIARY MATTERS
_ GATEWAY LTD & 4. INFO RMATION CONN ECTIVITY SOLUTIONS
ions of our client to covey the
-We are solicitors to Mr. Dapo Apara (aur Client) and ‘have the instruct
e mandate dated and signed
- following to your bank pursuant to the notice of revocation of signatur
hereby attached.
February 24, 2020 by our client to your bank, a facsimile of which is
:
on all accounts of the
Our client maintains that as one of the required authorized signatories
transactions since,
four entities listed above, he has not given any authoriantie nto any devit
September 1, 2018.
1.
sareareed
Any debit transactions on any current, investment, or other accounts
to, havebeen
and void.
done based on his mandate since this date is therefore an illegality, null
resolutions signed by our
The revocation of our client’s mandate herein extends to Board
s derive
client as well as minutes and nominations under which aly persons or nominee
fiduciary authority.
which our client is a
Do furnish our Client with details of all balances in the four entities listed above to
kes to pay for the said bank
signatory within 7 days of your receipt of this letter. Our client underta
:
“
statements.
d by him before September
-Our client also states FOR EMPHASIS that any standing instructions execute
a
1, 2018 is hereby revoked and should na longer be honoured.
Bank of Nigeria.
~ A copy of this letter is made available to the appropriate duthorities at the Central
Yours faithfully,
Tade fabs
id
cc
Esq.
f
.
Cc:.Centra! Bank of Nigeria,
Ibadan Office: 7, New Adeoyo Road, Off Ring-Raad, Ibadan.
10
Tel: 08097309652, 0287067
E-rnail: sprylex@ya hoo.com
PDF Page 53
February 24, 2020
,
;
Vo,
The Managing Director/Chief Executive Officer
Starling Bank PLC Head Office
‘Sterling Towers
‘
|
20, Marina Road
Lagos.
|
nueva
-
.
gaa
on
NOTICE OF REVOCATION OF SIGNATURE MANDATE OF MR DAPO APARA ON THE FOLLOWING
ACCOUNTS: 1, ALPHA BETA CONSULTING LLP 2. ALPHA BETA CONSULTING LTD 3, E-REVENUE
GATEWAY LTD & 4. INFORMATION CONNECTIVITY SOLUTIONS LIMITED AND ANCILLIARY MATTERS
We are solicitors to Mr. Dae Apara (our Client) and ‘have the instructions of our client to covey the
- following to your bank pursuant to the notice of revocation of signature mandate dated and signed
:
February 24, 2020 by our client to your bank, a facsimile of which is hereby attached.
Our client maintains that as one of the required authorized signatories on all accounts of the
four entities listed above, he has not given any authorization to any debit transactions since
Li
September
1, 2018.
Any debit transactions on any current, investment, or other accounts purported to have been
2.
done based on his mandate since this date is therefore an illegality, null and void.
The revocation of our client's mandate herein extends to Board resolutions signed by our
client as well as minutes and nominations under which any persons or nominees derive
fiduciary authority.
Do furnish our Client with details of all balances in the four entities listed above to which our client is a
signatory within 7 days of your receipt of this letter. Our client undertakes to pay for the said bank
statements.
Our client also states FOR EMPHASIS that any standing instructions executed by him before September
1, 2018 is hereby revoked and should no longer be honoured.
A copy of this letter is made available to the appropriate authorities at the Central Bank of Nigeria,
"Yours Falthoaully,
- aft eo
ey
.
Tade Phebe ESQ.
}
!
Cc:-Central Bank of Nigeria.
Ibadan Office: 7, New Adeoyo Road, Off Ring-Road, Ibadan,
Tel: 08097309652, 028705710 E-mail: sprylex@ yahoo.com
PDF Page 54
ALPHABETA
ee
/ALPHABETA
PIMIEEER
PIABILITY
PARTNERS
HEP
LPN 004
LPN NO: 004
THE FEDERAL REPUBLIC OF NIGERIA
THE COMPANIES AND ALLIED MATTERS ACT 1990
PRIVATE COMPANY LIMITED BY SHARES
\
BOARD.
RESOLUTION
OF
ALPHABETA CONSULTING
PARTNERSHIP
LIMITED
LIABILITY
At-the meeting of the Board of Directors of AlphaBeta Consuiting Limited Liability Partnership
held on Jufy 24, 2014 at Waterhouse, Ijora, Lagos, the following resolutions were proposed
and duly passed as resolutions:
1.
That OGUNMOLA Michael Olumide is hereby removed as a signatory to the corporate
eG360 domiciled in Skye Bank,
1770380500 and LAT
accounts - 1750034995,
Adeola Odeku branch.
2.
That
OLUYEMI
Joshua
Bode is hereby
account
3.
The
4,
as new
signatory
to the company's
‘
representatives
‘attached
appointed
are
to
operate
the
account
based
on
the "account
mandate
to this Resolution
The signing
instruction
is
Dated this, day: of “Oly
g
——
a TRUE copy’
204:
51654, Ikoyi Lagos.
Woter House Headquarters, Ist Floor, The Lages Stale Water Corporotion, ljora Causeway, ljora, Lagos. POBox
www, .eipho-beta. net
Website:
com,
@hounail
stlt@
alphabetecon
bela.nct,
Anfowmalphamail:
E
T920535,
Fc
2134292,
774900),
T, 7920534,.
PDF Page 55
te
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PDF Page 56
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7
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& a
‘
agen.
ALPHA-BETA CONSULTING LLP
(LIMITED LIABILITY PARTNERSHIP)
PARTNERSHIP AGREEMENT
— AGRO NAL GALLYZ5
Prepared by:
Adebayo Oriola
A.A.Oriola&Co.
49 Lawson Street
-Off Moloney Street
Lagos.
PDF Page 57
, 2009
day of
made on the
HIP
ERS
RTN
-PA
ITY
BIL
LIA
S
D
TEM
ITE
SYS
THIS DEED OF LIM
Sireet, Iupeju, Lages, INFINITI
yemi
Fola
14
of
G
TIN
mo
SUL
Falo
between MOMO CON
SULT of Suite B7 A&B,
Street, Ilupeju, Lagos, EBO CON
ENTERPRISES of 27 Oduwobi
Road, CBD, Alausa, {keja.
DC
VICES, 9 NER
INTERGREV SER
Shepping Complex, ikoyi, Lagos,
Part 4: introduction
.
DEFINITIONS
gs.
s shall have the following meanin
4 In this deed th e following term
:
‘The Law
s Amended).
P11 Laws of Lagos Staie 2003(A
means the Parinership Law CAP
:
‘Accounting Year’
mi@ERT IED
ting year which ends on the 31° pece
means the Parinership accoun
gave
COPY
‘Business’
consulting and
information sysiems and technology
means the business of management,
.
by the Pariners
businesses fo be carried on
‘Effective Date’
uted
means the date this Deed is exec
_ ‘Continuing Partners’
a Forme’
means the Pariners except
‘Former Partner
es, is expelled or dies.
means a p' erson who whilst a Pariger retir
:
A‘Managing Partner
other Pariner as is from ime io time
means Olumide Ogunmola or such
office.
to accept that
the Managing Pariner and agrees
"
g
*Pariners
grev Services.
ems Enterprises, EBO Consult and Inter
means MOMO Consuliing, Infiniti Syst
*‘Parinership”
by this Deed.
means the Parinership created
sulting, Intiniti Sysiems Enterprises,
‘Limited Partner’ means MOMO -Con
oO
Services
|
meanings.
means
receiver.
in respe ct. oF whom
\
G CODPY
THUIE
CERTIF
on order made
bankrupt by a court or has an administrati
in respect of any person Means is declared
corresporiding
have
shall
word and cognate expressions
against him or her and other forms of the
a person
(
EBO Consult, Intergrev
'a Relevant Even?’
expelled from the Partnership or dies.
occurs when and if a Partner retires, is
=
‘pecomes banlaup?
‘Seller
8
onal representatives oF
a Relevant Event occurs or his pers
‘Rate of Interest
the Central Bank of Nigeria from
for the banking industry as fixed by
rate
ing
lend
t
alen
prev
the
ns
mea
time io time.
Pr
2.
PDF Page 58
‘now? and ‘today’
.
mean at the date of this deed.
‘clause’ and ‘schedule’
mean respectively clauses or schedules in this deed unless the context shows a contrary meaning.
includes ‘perform’.
‘parties’
means the parties to this deed.
Part 2: Establishment
FORMATION OF PARTNERSHIP
2 The Pariners agree to become pariners in the Business on the terms of this deed.
COMMENCEMENT
3 This Deed takes effect on and from the effective date as stated above.
NAME
:
* 4 The name of the Parinership shall be ALPHA-BETA
PARTNERSHIP).
CONSULTING
LLP
(LIMITED LIABILITY
CERTIFIED SRUE copy
Part 3: Financial
CAPITAL
:
5 The capital of the Partnership shall be =N=20Million (Twenty Million Naira) (100%) which shall be
- contributed by and belong to the Partners as follows:
-
=N=8Million Naira (Eight Million Naira) 40% to MOMO Consulting
=N=6Million Naira (Six Million Naira) 30% to Infiniti Systems Enterprises
=N=3Milion Naira (Three Million Naira} 15% to EBO Consult
=N=3Million Naira (Three Million Naira) 15% to Intergrev Services.
2
LEASEHOLD PROPERTY -
6 The leasehold office premises in Lagos and any other premises jeased or acquired in connection
with the Parinership shall be held by those Parmers in whose names the legal states are vested in
trust for the Partners as tenants in common in the shates in which they are entitled to the Parinership
capital. The Parinership shall pay and discharge all liabilities and outgoings and perform and observe
all covenants and other obligations in respect of these premises and compensate in full on demand
" the Partners, in whom the legal estates are vested, for all claims and [abilities in respect of the
premises, except their respective liabilities as Pariners.
-
INTEREST ON CAPITAL
7 Each Partner shail be credited with interest on his share in the capital the first dav of each
Accounting Year at the Rate of Interest on the last day of each.Accounting Year before any division of
profits is made,
?
PROFITS AND LOSSES
between and bome by the Pariners in proportion ip the sraré!
by them.
2
m
p
WU
E
eeRreien
qe,
6
ne
.
PDF Page 59
DIRECTORSHIPS AND CTHER INCOME
.
:
9 Ail remuneration or other emoluments irom any source {except as mentioned below} received by a
Pariner shall be treated as the income of the Parinership. Remuneration or other-emoluments in this
clause includes, but is not lirnited fo, profits from any business, fees or other reward for work Cone
or
in respect of directorships and other offices of a public or private nature, lecture fees and royalties for
papers and books published, but shail not include:
:
— interest and dividends paid on bank and similar accounts or in respect of invesiments of a
passive nature in which the Partner has no management or other role;
— director's fees received in respect of a directorship:
’ +— income received by any Pariner, which has been agreed in advance by the other Pariners.
- DRAWINGS ON ACCOUNT OF PROFITS
10.7 Each Partner may draw on account of his or her share of profits.
CERTIFIED TRUE GOpy
.
10.2 if on the taking of the general annual account the drawings of any Pariner during any Accounting
Year are found io exceed his or her share in the profits for that year, he or she shall refund the excess
immediately with interest at the Rate of Interest on the excess from the end of the Accounting Year
unil payment
DIVISION OF PROFITS
.
71.0 As soon as the annual accounts have been signed by the Pariners the net profits (if any) of the
business shail be divisible between them in the proportions in which they owned the capital of the
Partnership or are entitled fo share in the profits and losses of the Parinership after.
11.1 transferring to a separate reserve or bank account or other invesiment agreed by the Pariners an
amount calculated by the Partnership's accountanis to be with any other amounis previously
iransferred sufficient fo discharge the whole amount of income tax payable in respect of the
Parinership’s profits for all years of assessment ending before the last day of the accounting year in
respect of which the accounts were prepared: and
Ti.1 paying in respect of each Pariner the maximum coniribution which that Pariner may, by
reference to his or Rer net relevant earnings from the Partnership in the year just ended, pay under
one or more personal pension policies or reiirement annuity contracts approved under the
National
Pensions Aci.
11.2 Notwithstanding the provisions of clauses 8 and 11.1 where any Pariner is prevented by
reason
of ill-health or accident from devoting his or her full time and aifeniion to the Business
(except during
holiday leave, maternity leave, parental leave or family. leave) for a period of more that
13 successive
weeks or for any Jesser period commencing within 26 weeks afier the Pariner in
question-tas
resumed
normal duties following a period of such absence exceeding
13 weeks,
=
then the-share of
profits fo which that Partner is entitled shall after that period be reduced’ by the Weekly. Sufn
for every
complete week of incapacity until he or she resumes normal duties and the share of thégriiis.c she
other Partners shail be increased by a like sum and“be divided betwee? them pte
clause 5.
.
HOLIDAYS
*
.
si
Oak
Sees
Gal at
72 Each Pariner shell be entitled io five weeks’ holiday in each year aly
between them.
,
—_
=
=
13.1 Each Pariner shall be provided by the Parinership with a car of his or herdike
which shall He
ihe Property of the Parinership.
13.2 The Managing Partner shalt fram time to time deternine:
{a) a limit or limits to be placed upon the cost of such cars (whether in terms of their prices or
’ the cost of any financing arrangements to be entered into in respect of them);
&
oo
ar
[oa
a
ZF
‘
4
— any borrowing by the Parinership except within the limits of any overdraii facility agreed by
iié Panneis and tie
Parnhiership’s bane
,
— any acquisition or disposal of premises for the Partnership or the opening or
closing of
branch offices:
— any change in the Parinership’s bank or the terms of iis arrangements for operaiing iis
bank
accounts;
:
-— any change in the Partnership's auditors:
— the engagement or dismissal of any staff qualified as a head of a department or a division or
section;
e
— ihe acquisition or disposal of any asset of a value in excess of =N=5,000,000.00
million Naira),
‘
(ive
— any compromise or other settlement of any claim against the partnership or its insurers by a
third party.
-
18.2 Decisions of the Partners at Parinership meetings may be made by @ majority of at least three
Pariners holding between them a share of 70% of the Parinership profits. A Pariner who is unable to
attend a Partnership meefing may appoint another Pariner as his representative with
power fo speak
and voie for him and shall be bound by any vote made orvhis behalf by his representative. -
BANK
4
18 The Parinership banks shall be Oceanic Iniernaiional Bank plc of Head Office branch, Zenith
Bank
pic of Head Office branch, Skye Bank Plc and Sterling Bank Plc and all cheques shall be
signed by at
least two Pariners.
‘
:
Adee anus Gaal
3°
ACCOUNTS
20.1 The Partners shall keep all necessary and proper accounts of the Parinersh
ip’s transactions and
on 31° December in every year an account shall be taken of the Parinetsh
ip’s asseis and liabilities
and its profits and Josses (including profits and losses eamed or incurred
but not actually received or
paid) for the preceding year and shail be signed by each Pariner.
:
20.2 Accounts when signed shail be conclusive and final between
the Pariners as fo all matters siaied
in them unless some manifest error is discovered within three
months affer they have been signed, in
which case the error shail be rectified... . INSURANCE
21.1 The Partnership shall maintain policies of inSurance for such
_ Managing Pariner from time to time determines in respect of
(a) any Property belonging
fc or used by the Partnership;
respective
amg
.
(b) all plant equipment and other chattels belonging to or used by tne Pa nie
(c) all cars and other vehicles belonging fo or used by the Parinership;
(d) employers’ ability;
(e) public tabitity;
(i) professional negligence
.
;
gf
__
Eeelt Hall RHE
CORY
|
.
.
i
(9) loss of profits consequent upon destruction of or damace fo the Prop
(h) loss of profits consequent upon desiruciion of or damage to or theft of pny
plant equipm
chatiels, cars and ofher vehicles including in the case of any céimpuiers or.
ancilla
equipment any virus or corruption or loss of any-sofiware or data: and
() permanent health in respect of the Partners and any such employees of the
Parinership as
’ the Senior Pariner determines.
7
=
‘21.2 The Parinership shall procure at ifs expense that there shall be in force in respect
of each
Partner a policy of insurance which shall provide that in the event of his or her being incapaciiat
ed by -
zs
PDF Page 62
iiness or injury and prevented from attending ip his or her
duties as a Pariner for a period of mez:
han TS SUCCESSIVE WEEKS (OF for any lesser penod commen
cing within 26 Weeks aller a Paar a=’
Tesumed normal duties following an absence of more than
13 weeks by reason of liness or iniury} ee
Weekly Sum shall be paid to him or her for each cornple
te week of incapacity in excess of that pera
of 13 weeks.
’ GOOD
FAITH
22.1 Each Partner shall:
~~ devoie his or her whole time and attention fo the Partnership busines
s (except duting
holidays, materni
ty leave, parental leave, Tamily leave and absences because of
iliness
or injury);
— employ him or herself diligently in the Partnership;
CERTIFARD
Sey ig ao py
— use his or her best endeavours to promoie its interests: ~~
a
:
— punctually pay and discharge his orher separate debts and engagements
and compensate
the other Parjner
-and the Parinership assets in full on demand for all fabilities in respect
of them; and
— be just and faithful to the other Partners in all iransactions relating
to the Parinership and at
all times
give fo the others a frue account
of all such dealings.
22.2 No Partner shall without the consent of the others:
.
— engage or make any contract with or dismiss any employee:
3
— enter into any engagement as a resuli of which the
Pariners may tisk the loss of or be made
liable for
one sum or any number of sums-in respect of the same
transaction amounting
to =N=100,000.60 (One Hundred Thousand Naira) or more;
:
— forgive the whole or any part of any debi or sum due io
the Pariners:
— excepi in the ordinary course of trade disposal by loan,
pledge, sale or otherwise of any pari
of the Parinership property;
a
— become bail guarantor or Surety for any person or
do or knowingly suffer anything as a result
of which the Partnership property may be endangered
:
— assign or charge his or her interest in
the Parinership; or
~~ draw or accept or endorse any bill of excha
nge
Partnership.
Pari 5: Termination
‘
or promissory noie on account of the
;
:
/
23 The Partnership may be terminated by any
Pariner or Partnersawhose. aggregate profit shares
are
Shall terminate.
:
24 Any Pariner may retire at any time on not jess than six
months’ writien notice to the other Pariners
and on his retirement he shail cease to be a Parin
er but the Partnership shall continue between the
other Pariners,
:
ot
#
EXPULSION
25 if
— any money payabie by him or her under this Deed is
in arrears‘for 1 80 days whether legally
demanded or not
— any Pariner fails to comply in all material respects with this Deed:
~— he or'she fails to comply with any of
or ber being
igatioremedie
ns undd,er s
supplemental to if and the failure, if his
capable of obl
re f
Cage
180 days affer being called to ‘his or her attention by written pe
default;
eqn
Ss
Wo:
PDF Page 63
—— any circumstances arise which give reasonable grounds in the other Pariner’
s opinion fo
netic}
(i
ina
EO
G
Capable
obligations under this Deed:
a
DETIO
O
So
=
— he or she is unable or prevented from carrying out his or her duties
under this Deed through
incapacity or any other cause for any period or periods exceeding a total of 26 weeks
in
any period of 52 weeks;
— he or she becomes of unsound mind or a mental patient;
~~ he or she is convicted of any criminal offence other than an offence which in
the reasonable
opinion of the other Partners does not affect his or her relation to the other
Partners
under this Deed:
— he or she ceases to hold any licence or professional qualification or has his or her
name
removed from any register which is or which the other Partners consider necessar
y or
desirable for the performance of his or her duties under this Deed:
—
he or she becomes bankrupi, has a receiving order made against him or her,
makes any
alrangement with his or her creditors generally or takes or suffers any similar action as
a
result of debt
— a receiver or administrative receiver is appointed of any of his or her property;
— any execution is levied upon his or her goods or on the Property;
.
— he or she purports fo assign the burden or benefits or charge the benefits of
this Deed:
— The other Partners release him from ail the Parinership’s obligations under
the Deed.
the other Partners may.by a written notice signed by all of them expel him or
her from the Partnership
on the date specified in the notice.
.
Part 6: Dissolution and pay
ment
CERTIFIED TRUE co
p Y
DISSOLUTION
26 If the option: under the following clauses io purchase the
Former Pariner’s share is not exercised
by the Contin
uing Partner
s, the Parinership shall be wound up and iis assets sold as provide
d by the
Partnership Act but so that each Parner shall be at liberty
io bid at any sale of any Partnership
assets.
OPTION TO BUY
27 On a Relevant Event the Continuing Partners shall have
the option (to be exercised by written
notice fo the Seller, not later than one month after‘the Releva
nt Event, to. buy the Former Partners
share in the Parinership's capital as at the date of the Releva
nt Event
:
FURTHER ASSURANCE
28 The Seller shall execute all documents and do all ihings
which-the party buying requires to vest in
the party buying the full rights, title and interest in the subject maiter
or to confer on the Party buying
all rights
of action whether accruing before or after the daie of this Deed
infringement of the subject matter or any tights in it
in relation to any
.
PRICE AND PAYMENT
23.4 The price of the Former Pariner’s share in the Parinership shall be certified
in writing by the
Parinership’s auditors as soon as possible after the Relevant Event and the certifica
te shall be
binding on and conclusive against the Continuing Partners and the Seller. in
assessing the price the
auditors shall take account of
:
~~ the value of the Partnership's asseis and liabilities including goodwill and pro
eared or incurred but not actually received or paid,
—— drawings by the Former Partner since the end of the Jast
owing by him or her to the Partnership, and
:
grok
rs
and
opting Year and als
(ao
ara poe
Ze
se
jesse
f
:
PDF Page 64
— the fact that ail the Partnership's liabilities at the Relevant Event are to be discharged by the
Continuing Pariners.
29.2 The Continuing Pariners shail pay the piice as follows:
—— the amount payable in place of current profits on the exercise of the option,
*‘—- the balance by twelve equal instalments at intervals of [three] months in arrear from the date
of the Relevant Event or exercise of the option; and -
— interest on the amount from time to fime unpaid at the Rate of Interest from the date of the
Relevant Event until ssavinnant Eayaoe in arrear on each date on which RRL are
payable.
"29.3 The balance of the price shall become payable in full immediately and be paid by the Continuing
Partners with interest at the Rate of Interest if any of the Continuing Partners:
—- fail to comply with any provision of this deed;
— commit an act of bankruptcy; or
— die.
CERT Figs JRUE copy
Part 7: Consequences of resignation or termination
INDEMNITY
30 The Continuing Partners shall, on the exercise of the option, covenant to discharge all the
Partnership's liabilities and compensate the Seller in full on demand against all liabilities in respect of
the Parinership.
TAX ELECTION FOR CONTINUITY
31 On the Relevant Event
— the Seller shall if so requested by the Continuing Pariners join with them in giving to the
Board of Intemal Revenue a notice; under the Personal Income Tax and
-—— the Continuing Pariners shall compensate the Seller in fill on demand for any fax which is
payable by him as a result of giving the notice in excess of the tax which would have
been payable if no notice had been given.
ATTORNEY ON RETIREMENT ETC
32 Each Partner irrevocably appoints the Continuing Pariners to be his allomey if he becomes a
Seller to do anything and execute any document at the sole cost and risk of the Continuing Pariners
needed to:
—carry on the Parinership business so far as is necessary until ‘itis wound up or transferred:
— transfer his interest ir ine Partnership assets ip the Continuing Partners;
—- give notice of the change in the Partnership to its customers including any statutory notice.
NON-COMPETITION
Definitions for restrictions
‘Field of Business’.
means any business dealing in the kind of business of the Parinership or any associated business.
‘Field of Business’
;
means any business or profession supplying’ services of the kind supplied by the Partnership or ap
associated business..
‘Restricted Raines!
is employed by ihe Peters
in a sales or technical capacity.
“area wae
ci
:
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‘Restricted Period’
.
‘means the duration of this Deed and one year from the Completion Date or the end
of the
employment however occasioned or the termination of this Deed however occasioned.
33.2:1 The former Partner shail not for the Restricted Period direcily or indirectly solicit or transact
business in the Field of Business in competition with the- Parinership from or with any of the
Parinership’s customers, clients, any person with whom the Parinership was negofiating for the supply
of goods or services, agents, suppliers or advisers.
$
33.2:2 The former Pariner shall
Businesses directly or indirectly:
not for the
Restricted
Period
for any purpose
in the Field
of
.— employ, be employed by, enter info any business relationship with a Restricted Employee; or
— be employed by any person who employs or intends to employ a Restricted Employee.
33.2:3 The former Partner shall not for the Restricted Period [direcily or indirectly] work for any person
who as a result of engaging the former Pariner or his services in any capacity becomes a competitor
of the Partnership.
33.2:4 The former Pariner shall not at any time after the Effective Date or termination of
his
employment under this Deed, directly or indirectly, represent himself as being interested in or
employed by orin any way connected with the former Pariner or its business.
33.3:1 The above restrictions shall apply only in respect of the prospective customers, customers,
agents, suppliers, advisers, employees, directors, premises and business in respect of
which the
Tormer Partner has during the last two years of his employment been materially responsibl
e or
involved.
' 33.3:2 Each of the resifictions in this clause are separate resirictions for the separate
benefit of the
—
Parinership and each Associated Company and shall be severable one from, another.
' $3.2:3 The Parinership shall have the right ai any time during or aiter the
termination of this Deed) by
written notice io reduce ihe scope or extent of any of the restrictions contained in
this clause.
THIRD PARTIES
CERTIFIED
:
TRUE Co py
. 84 The parties intend that no term of this agreement may be enforced
by any perso
party to this agreement or a third party within the meaning of that Law.
= * ‘eens
and general | : FER TRUE ry
ny
35.1 Any notice given under this deed Shall be in writing and may be served;
— personally;
a
— by registered or recorded delivery mail:
— by facsimile transmission to be confirmed by past oF
~— by any other means which any party specifies by nofice to the othels.
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35.2 Each party's address for.the service of notice shall be his above
mentioned address or §
other address as he specifies by notice to the others.
L.
35.3 A noiice shail be deemed io have been served:
:
— if it was served in person, at the time of service:
.
‘
-
— if it was served by post, 48 hours after it was posted; and
— if it was served by facsimile transmission, at the time of transmission.
ARBITRATION
' 36 All disputes, differences and questions which at any fime arise between the parties touching er
arising out of or in connection with this Deed or its subject matter shall be referred fo a single
arbitrator in accordance with the Arbitration and Conciliation Act 1988.
~
NM
10
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INTERPRETATION
37.4 Except where the context renders it absur
d or impossible every reference to any party
to this
Deed shail include his or her successors in fle
and personal representatives, by and against
whom
this agreement shall be enforceable as if they had
been originally named as nariies.
37.2 In this Deed:
:
~~ words expressed in any gender shall where the contex
t so requires or permits include any other
gender;
— words importing persons shall include bodies corpor
aie and parinerships and other incorporated
:
bodies and vice versa:
‘
—- words expressed in the singular shall where the
context So requires or permits include the
plural; and
—— where any party is more than one person:
~— that party’s obligations in this Deed shall take effect
as joint and several obligations;
— anything in this Deed which applies to that party
shail apply to all of those persons
collectively and
each of them separately;
_— the benefiis coniained in this Deed in favour of that
parly shall take effect as conferred
in favour of all of those
persons Collectively and each of them Separately;
and
— the receipt of the survivor of joint holders of
this Deed shall be 3 good discharge to the
Parinership.
37.3 The headings fo clauses are inserted
for ease of reference only and shall not affect
the
construction of this Deed.
37.4 References in this Deed to anything which
any Party is required to do or not to do shail
include
his acts, defaults and omissions, whether:
— direct or indirect
— on his own-account or
e Ba
—— for or through any other person;
and
ge
mc ormane- ees
FED
TRUE Gop Y
— those which he permits or suffers to be
done or not done by any otherperson.
~
37.5 The effect of all obligations affec
ting the former Pariner under this Deed
is cumulative and no
obligation shall be limited or modified by
any other of thease obligations unless there
is in this Deed an
express limitation or modification.
:
ay
IN WITNESS
of which the parties have executed this
desd on the date first above wniiten.
SIGNED AS A DEED by MOMO CONSULTHtc
Wathasy
oo WG
Name:
PALO
A
Be~ AGEL,
Signature: C
~ ER
Address: 2a ,MATIAE
Occupation:
®CCops ay
ALEE
:
, ray
keds
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PDF Page 67
Lneertnan niet
S0GNED AS A DEED by INFINITI
SYSTEMS ENTERPRISES
in thePrecast
Name: A SebhY o
Signature:
h\olhy
oO
Address: £¥
Occupation:
SPECS,
LG bL PACK WV
SIGNED AS A DEED by EBO CONSULT
in the Presence
name: BCP
Si
Smee
of-
LAG 3s
Om
cenTimaeesBve CoP”
alot
cs
Woah
Lert
Occupation: LEGRAL
SUE,
Leer
Wasi Teatheh.
SIGNED AS A DEED by INTERGREV SER
VICES
we Prp
Pigs
senaeegof, pe
at
Address: 44
ee
oo grolA
arf?
Occupation: LEGAL. -
,
Shed,
MAST
LbGgosr
“ELENA
on
PDF Page 68
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pact
“~~
What gals Jussi
Special Power Of Attorney For Cases
To be used in Nigeria
I, the undersigned/ Joseph
Nigerian
National
CERT
Oladapo
holder
pgpTRveE COPY:
alaciadll
Bose otco alvin’
of
Apara,
passport
No. (A07277089), in my personal capacity
and in any other capacity, do hereby appoint,
constitute and nominate Mr. Olanrewaju
Olubukola
Bamkole,
Nigerian
National
holder of passport No. (A07532567), to act in
my capacity and on my behalf to open
osm cole gl gl Giga /olial 2 gall Ul
(A07277089)
a3) sis Jl se heal Anais
dey
Jae Com gay Calls dive sly dell
Fi ot / apd) CUS 5 a8 vill
YoSgaglyl gels
he She eagy Apia god lly
Gish cealbe a 581 Ol 54 « (A07532567) AAD
public
ye Ll ote dull eid4 pic
Aba ill 5Si
prosecution,
and
assign
thereof having
satisfied their value, to attend hearings, to hire
and appoint lawyers to represent me in any
suit or case or notification or cheques case
before courts inside the Nigeria, to attend
investigations, to provide statements before it.
he shall has the right to follow-up judicial
Leto clariul ara lgic Q) LNs doll) GUL
notifications
before
police
stations,
claim, to proceed with its procedures until its
final stages before all courts inside the
country over their different grades, types and
levels whether first instance, appeal, cassation
and supreme courts, to carry out all actions of
litigation, defense, deliver and receive memos,
documents, petitions, notices, experts’ reports,
declarations, judicial papers, notification and
summoning, to attend before investigation and
execution
official
departments,
departments,
notary
national
public,
and
all
foreign
references in Nigeria. To receive their reports,
to establish
evidences
and
file objection on evidences
attest
thereof,
to
of opponents,
to
ce biicll Gyalaall LS sis Glial
pas 54's
cOUSLE Lead (| EDU sl Aud sl ogra gl
LESS puma g Ly ai Jala pSLaull aLil
AlUbsell Aaglie Ga Aly dele GBYL eV 5
Lglal yo is Lgilel al 4 pills 4pLcal
cote Lyng ala pSLoll aes all Agilgill
Lalita y tad Leila joy Lge!sil GL
eealiill lel ya] AMS pLualy just sl Galy
Natal y Cal Rall ala y aaluci lgai ¢ ldall
ph By GI lie ly GI MGYL, GLuLaly!
aL 5 AL nell GI V5 LMSYl y ol sl
y
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Gini 5) 59 agen plal yyoall
Ayesll pil atl apesy Saad! LSI 5 ail
adbbals cL unas cod Aula Wy Atsll eal pall s
Lggle Gyr eeiill y Aina! Atl} ots ad IL
el all iy aredll iy te yal pic's
requests experts, to left securities with
remaining debts. He shall have the right to
interfere in any case in the capacity of
dsa!asl
Gs adye gyal clas ae Gisel
plaintiff or defendant, or by incorporation in
glade
lawsuits
Gallas Led gis Gacd i gyeall pd levee
that
prejudice
its
rights,
and
to
request the incorporation of other parties, to
file the counter-claim, and assign thereof, to
get informed with the judgments and orders
being issued in the absentia, to file appeal,
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PDF Page 69
cassation,
and
grievance
manners
all
by
decisions,
presenting,
assumed by law on judgments,
orders by way of appeal and
petitions for the reconsideration, to challenge
with cassation of supreme, to present the real
presentation and accept it, to draw copies of
judgments and execute them, to request the
sequestration and left thereof, to sell seizures,
and to request the jail, to present complaints
of execution, to sign, present, receive papers
and
documents
before
and
police
stations,
all other
public
departments,
administrative
prosecutions,
court
RTA,
Banks
departments,
non-official
and
official
organizations, natural and legal persons, to
appear before arbitration authorities and to
have clearance over judgments, in short, I do
hereby authorized him to do all actions for me
as may be fit and appropriate,
and has the
right to waive the cases or notifications,
and
now on certify all his actions, he has the right
to delegate all or some of powers herein
conferred, and I do sign on this POA
the notary public to attest it as duly.
Executants
and ask
Cyxdall By eal (5 plall AMS 3 polin y Clie jleall
8 allaill I
illy ala!
Sa plas pol gs Cal
cyailly jy 9800, Hail) dale} Qaleill » GULLY!
Gane Al phy bball yo pall asi y jueill
Aad yy pool cil (cis Lahilly alSaYI) pe
Sa
samell aus
OYISSY ays y Cpa s GI
Gly sl pdtialy artis casi by «
Crlaticcalls
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Uneg AgouIl il galls Aba pall GSI jes dahl
CNS ply GDLLal gall 9 3 pb! As 5 Aron yl
Oa slic Vy Qaseaaball Wala ty s Glas pall s
calli, Sail GLie slal jpunall is
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Joell GASH Cpe Calbls aSyf ale y «dans J
gua) quae dale Gti
JS pall
geanirenese oP
&
Greg ppSlee
DUBAI
Je
x,
Notary
COURT
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