The Court of Appeal Lagos Division has nullified the sale of Intercontinental Hotels, Lagos by Polaris Bank and Asset Management Corporation of Nigeria, and ordered a return of the facility to the original owner, the Milan Industries Ltd.
In a unanimous judgment in suit No CA/LAG/CV/476/2021 delivered by three Justices of the Appeal Court: Jimi Olukayode Bada, who read the lead judgment; Muhammad Ibrahim Sirajo and Peter Oyinkenimiemi Affen, the appellate court ruled that Milan Industries Ltd had fully paid the bank the Two Billion Naira (N2 billion) mortgage facility it secured from Polaris Bank before the hotel was taken over and sold by AMCON and the bank.
The bank, which was then known as Skye Bank had put the management of the five-star hotel under the receivership of Mr. Kunle Ogunba, an arrangement that was nullified by a Federal High Court in Lagos. Despite this, the bank went ahead and sold the hotel to another company, 11 PLC, a move that was challenged at the Appeal Court by the lawyers to Milan Industries Ltd, Messrs Ahmed Raji SAN and Tunde Kasunmu of Prof A.B Kasunmu SAN Chambers.
It will be recalled that Milan Industries Ltd had taken a facility from Skye Bank to part finance the five-star hotel located in Victoria Island, Lagos and managed by IHG. The Milan Group, has up till 2021 to pay back the facility but in a curious move, the bank obtained an interim order to take over the management of the hotel, an order that was vacated when the suit was struck out by the court on March 20th 2018.
According to the Certified True Copy of the judgment signed and released on Wednesday by the Senior Registrar of the court, A. G. Balogun, the appellate court held that the two issues Milan Industries as Appellant/Cross Respondent was contesting were resolved in its favour. According to the lead judgment by Justice Jimi Bada, “With the resolution of Issues No. 1 and 2 in favour of the Cross Respondent and against the Cross Appellants (Polaris Bank, AMCON and 11 PLC), it is my view that this cross appeal lacks merit and it is hereby dismissed.”
While agreeing with the lead judgment, another member of the appeal court panel, Justice Ibrahim Sirajo stated that “the appellant insisted that it had paid over Two Billion Naira in liquidating the facility and that as at the time the 1st respondent (Polaris Bank) entered into agreement to sell the appellant’s secured asset to the 2nd respondent (AMCON), there was no collaterized and secured asset to sell to the 2nd respondent. It was also the case of the appellant that at the time the 2nd respondent sold the appellant’s Intercontinental Hotel to the 3rd respondent, the appellant had discharged its obligation under the legal mortgage by paying the amount secured by the property.”
To buttress his position, Justice Sirajo ruled that “I adopt his lordship’s reasoning and conclusion in the leading judgment as mine in also allowing the appeal. I abide by all the orders made in the leading judgment including that of the costs.”
While also concurring with the lead judgment by Justice Bada, the third member of the appeal panel, Justice Peter Affen said “the judicial reasoning and conclusions reached on the issues raised accord with mine, and I hereby affirm my agreement with the leading judgment which allowed the main appeal and dismissed the cross appeal. I equally abide by the orders on the costs.”
